Threatening Skies
by Owen O'Donnell
Summary: The story behind the mercenary and his friends and foes alike...of life before Starfox as we now know it... (Can anyone who's read it come up with a better description? :P)
1. Part 1: Rivalry

**THREATENING SKIES - A Starfox Fan Fiction by Ryan Laughlin (a.k.a. Falco Fighter Pilot)**   
  
  
  
_Chapter 1_   
  
Fox McCloud groaned as the alarm at his bedside went off. Irritably, he swatted at the snooze button, only to smack the clock off his bed stand and send it slamming into the floor. It shattered into many large pieces, spewing all kinds of parts over the floor.   
"Wha?" He jumped up in bed, startled at the crash of his clock against the floor. "Aw, man. What a way to start your morning."   
It was definitely going to be one of those days.   
Yawning, he stretched and sat up in bed, looking across his dorm to the bed his best friend Bill would be sleeping in. Bill, a short, brown-furred dog, had been friends with Fox since the 7th grade. Surprisingly, Bill was not only out of bed, but had also left the room. _That's odd,_ thought Fox. _I've never known Bill to get up any earlier than 10 o'clock. Then again, I've never seen him as nervous as he was last night about the..._   
Fox jumped out of bed. _Crap, the finals are today! I bet Bill's already at the simulator practicing for today. Why the hell didn't he wake me up?_   
After he threw the assorted pieces of his broken clock away, Fox began to put on his CDA flight suit. The green stripes and the golden half-star over his heart showed his rank as a pilot-in-training at the Cornerian Defense Academy. Today was the final exam. From these results Fox and his fellow pilots would be judged when considered for job openings in the Cornerian Defense Leagues and other organizations.   
As Fox picked up his sneakers, he noticed a tan slip of paper fall out of the pocket of Bill's coat. Picking up the paper, he read the message typed in the font used by the Command Center.   
  
  
The meeting set to take place in Debriefing Room #3 has been moved from 1400 hours to 0900 hours. Please report to this room for your final exam on June 14th as planned.   
  
  
_0900 hours!_ Fox thought frantically. _It's already 0830! When I meet up with Bill, we're going to have a little chat..._   
Frantically, Fox grabbed his comlink and helmet and ran for the cafeteria. After downing an extremely quick breakfast, he dashed to the Debriefing Room.   
_0910 already._ Fox thought to himself. _Sargent Derrek hates it when anyone's late. Doesn't help that this is probably the most important day of my life so far..._   
Bursting into the room, Fox panted as he tried to reach a seat in the bleachers unnoticed. A sharp voice cut through the air.   
"McCloud. I see you decided to show up after all," said Sergeant Derrek. Sergeant Derrek was a large badger, known for his intolerance of his students being late. Fox knew he was in for some trouble.   
"Yes sir, I was not informed of the change of time for the debriefing until late this morning," Fox said, shooting a meaningful glance at Bill, whom he had just located a few rows up.   
"McCloud, you know the penalties for being late to a debriefing, especially one as important as this," the sergeant said annoyed. "I expect to see you in my office after today's tests, and we will decide on a just punishment. McCloud, sit in the front row, I want to keep an eye on you."   
"Yes sir," Fox said as he sat in the front row. _Jeez, Bill, thanks a lot._   
"McCloud?"   
"Yes sir?" What now?   
"We do have a dress code here."   
"I'm aware of that sir."   
The badger sighed. "McCloud, please review your attire."   
_What?_ thought Fox as giggles began to sound from the surrounding cadets. _I've got my shirt, pants, comlink...oh no._   
Fox looked at his slippers and blushed. "I'm sorry, sir, I was unaware of this."   
"Very well, McCloud," the sergeant said with a sigh. _Doesn't it just figure that the one day his best friend is on time and organized, Fox isn't,_ Derrek thought.   
"As you all know," Derrek began, "today are your final exams in the Cornerian Defense Academy. From the results of your flying and written work today, your skills will be judged, and from this people will decide whether or not you would be beneficial to their organization. As you have been told before, there are 4 tests, all of which you will be taking over the next 2 days.   
First is the written exam. You will have 3 hours to answer 60 questions covering what you have learned in your years at the academy. This test will be at 1300 hours; at that time all cadets should report to Testing Room B. The maximum score is 600 points.   
Second is the reactions test. You will have to maneuver your jet through a series of 50 rings in 5 minutes. Some rings are moving; some other rings will require somersaults to get through. For each ring you pass through, you get 10 points. For every 10 rings consecutively passed through, you get 20 bonus points. For each ring you hit, you lose 4 points. For each ring you miss completely, you lose 6 points. For every minute you take after 5 minutes, you will lose 8 points. The maximum score for this test is 600. This test will be at 1730 hours. You should report to your appropriate hangar and pick up your Defender II jet before heading for the practice field.   
Third is the speed trial. Cadets with last names Abell to McCarthy will take the test at 1000 hours tomorrow. Cadets with last names McCloud to Zyon will take the test at 1100 hours. There will be 250 participants in each race. This race is a simple race for the finish. The maximum number of points possible is 500. You will race your fellow cadets for a finish line located 135 miles away. By passing through blue rings found throughout the course, your maximum speed will increase by 100 mph for 5 seconds. All cadets should be at the practice field with their Defender II's half an hour before the trial.   
Fourth will be the Dogfight Test. You will compete against a computer-controlled Venomian Invader I class jet. You will be scored on fighting ability, tactics, and maneuvers, among other things. The dogfight will end once either jet is at 10% shields or if both engines fail; there shouldn't be any injuries if the rules are obeyed. Your maximum score is 600 points.   
And last, the test you have all done before but were not informed of beforehand, a scramble drill, worth up to 200 points, begins NOW!"   
The sergeant pressed a button on the wall and a low-pitched beeping could be heard throughout the building.   
_A scramble drill, a scramble drill...oh yeah!_ thought Fox. He ran for the hangar and his Defender II, grabbing his helmet as he entered the large building. Slipping on his comlink, he opened the cockpit of his fighter and jumped in. He quickly put on his helmet and started up the engine. Within 20 seconds of the original order, Fox was out of the hangar and already at the rendezvous point. Looking around, he noticed 2 jets had arrived just a second earlier than him. One contained a tall, blue avian; the other a white wolf with a patch over his eye.   
The wolf's face appeared on Fox's vid screen. "So, Fox, do you want to drop out now, or after you've shamed your father by getting blasted into last place?"   
"Don't get cocky, O'Donnell," Fox said, straining to keep the anger he felt out of his voice "You may have as much skill as I do, but unless you know how to use it, it won't do you any good."   
"Can it, Wolf," said the bird. "Fox can beat you in the skies any day, and everyone here knows it."   
"Whatever," Wolf replied. "Just remember I warned you beforehand." Wolf closed the channel as the other cadets began to arrive. Fox noticed with pleasure that the 6th pilot to arrive was Bill.   
"Thanks for the backup, Lombardi."   
"No prob."   
2 minutes later, all of the cadets had arrived.   
"Very good," Derrek said. "The first pilot here was Falco Lombardi, followed by Wolf O'Donnell and Fox McCloud. They all made it in under 20 seconds, so they all receive top marks. Everyone else will lose 2 points for each second over 20 they took to arrive. You are now dismissed. Return your jets to the hangar and you are free to do as you please until 1300 hours. I expect everyone to be there on time, right McCloud?"   
Fox could hear Wolf snicker over the open channel as he replied, "Yes, sir." 


	2. Chapter 2

**THREATENING SKIES - A Starfox Fan Fiction by Ryan Laughlin (a.k.a. Falco Fighter Pilot)**   
  
  
_Chapter 2_   
  
Fox took his jet back to the hangar and left it there, along with his helmet. He headed to the café for a quick snack, then returned back to his dorm room. He walked over to a touch computer screen on the wall and put on some music.   
"Hi Fox," Bill said sheepishly as he entered the room a few minutes later. "Sorry about the...well...you know."   
Fox sighed. "Too bad that won't get me out of detention. How long ago did you get that notice anyway?"   
"3 days ago," Bill admitted. "I guess I thought I had showed it to you."   
"You're really lucky that I saw that slip fall out of your pocket. I could've missed the entire debriefing and the scramble drill."   
"If it helps at all, I'll tell sarge about why you were late."   
"Nah, that's ok. I'll be fine."   
"Whatever you say," said Bill.   
Fox pulled off his slippers and put on his sneakers. He walked over to the small desk located in the corner of the room.   
"Bill, did you move my notes?"   
"No."   
"Then where...oh wait, here they are. Never mind."   
Fox sat down at his desk and began to study for the exam. _What time is it...10:30. So I have an hour and a half to study, then lunch for half an hour, then I should leave for the written exams. _And with that he began to work.   
After about an hour, he decided to stop reading notes.   
"Hey Bill, can you test me on some stuff?"   
"Sure, where are your questions?"   
"Page 3 of my notes."   
"Ok...let's see...explain hyperspace theory."   
_That's easy. My dad taught me that when I was a pup, _Fox thought. "Hyperspace theory...according to physics and the laws of science, hyperspace is attainable by...   
And so, hyperspace was reached in 5094 by the Katinan ship USS Gerard." Fox finished a few minutes later.   
"Jeez, Fox, you really know your stuff!" exclaimed Bill. "My explanation would be more like, 'In hyperspace you go fast. The end.'"   
Fox laughed. "Hey, that works just as well."   
"What time is it?" asked Bill.   
"It's about 1200 hours. I'm headed to lunch, wanna come?" Fox asked.   
"Sure, just hang on a sec," Bill replied.   
"Ok."   
A few minutes later, Fox and Bill arrived in the large cafeteria located near the center of the Cornerian Defense Academy. The cafeteria was always a noisy place, either from the chat of people eating or from other events held in there daily. Fox started to walk over to the serving tables, but Bill stopped him. "I'll get your meal, bud, what do you want?" Bill said.   
"Hey, thanks Bill," Fox replied. "Could you get me some pizza and a soda?"   
"Sure. It's the least I can do to try to make up for this morning," Bill said as he walked off.   
"I'll find us a table!" Fox called.   
Fox looked around, spotting a table near the entrance that was still empty. He walked over and sat down, beginning to review the notes he hadn't had time to read back in his room.   
"Hi Fox," said a vixen as she sat down next to Fox.   
"Hi Fara," Fox replied.   
"Hope this morning doesn't get to you."   
"Nah, I shrugged it off."   
"Well that's good to hear."   
Bill approached the table. "Here's your lunch, Fox. Hey Fara."   
"Hi Bill," Fara answered. "So, how worried are you guys about the written exams?"   
"Very," Fox said.   
"Not much," Bill responded.   
"Well, I guess only time will tell how we all do," Fara said.   
"Yeah, I guess I should try to relax while I still can. I'm just kind of worried that I'll freeze up when we have the test, you know. Not even be able to remember my name, and stuff," Fox said.   
Bill chuckled. "Imagine that. I'm...uh...now who was I again? This test is sooooo hard!"   
They all laughed at that thought.   
Suddenly a voice blared over the speaker system, "Attention, all senior cadets should report to Testing Room B at this time. That is all."   
_Well, this is it._ "Let's go."   
"Right behind ya, Fox," Bill replied as they walked off for the testing room.   
"Hey, wait up!" Fara yelled as she tossed the rest of her lunch in the trash.   
A few minutes later they had all arrived in the testing room. They all took seats at different vid screens and picked up the digital pens.   
"Welcome to your second test," a prerecorded voice said. "The remaining time for this test will be shown in the upper left hand corner of your desk screen at all times. You will have 3 hours to answer 60 questions. Everything else has been explained to you beforehand by your teachers. Good luck, and you may now begin."   
A screen popped up on Fox's desk, and he began to fill in the boxes. _Species...Fox. Name...what was it?_ Fox thought, panicking. _Species, fox...wait...that's my name too...Fox...McCloud! There we go! _he thought as he wrote it down. _Age,16; Gender,Male...done with this page. _He hit a button in the corner of the screen to advance to the next page.   
  
1. Explain hyperspace theory.   
  
_What luck!_ Though Fox. _That's the question I just reviewed with Bill._ He took a minute to write down an answer, then looked at the next problem. Now that he had answered a question, he felt a little more relaxed. He continued through the questions, skipping only a few which he promised himself he would come back to later.   
Meanwhile, Bill was having a bit more trouble. _This isn't so bad...hmm. I don't know this one. I'll skip it for now. Oh man, I don't know this one either! I sure hope something jogs my memory later._   
3 hours later, Sergeant Derrek walked in. "All right, everybody, time's up. Put down your pens."   
_Whew,_ Fox thought. _I finished the last question just a few seconds ago. Talk about using all of your time._   
The computer screens shut off automatically and the cadets began to file out. "I expect to see you all at the hangar in 1 hour." Derrek said over the small talk reverberating around the room.   
"So, how do you think you did, Fox?" asked Bill.   
"I just finished the last question before we ran out of time. The questions were hard, but not too hard. How did you do?"   
"I probably should have studied a little more," Bill admitted. "There were a couple I didn't even understand, never mind answer."   
"Well, at least it's over."   
"Yeah." 


	3. Chapter 3

**THREATENING SKIES - A Starfox Fan Fiction by Ryan Laughlin (a.k.a. Falco Fighter Pilot)**   
  
  
_Chapter 3_   
  
Fox walked back to his dorm and sat down on his bed. Bill had gone to grab a soda for each of them. Fox's stomach growled. _Speaking of soda, I never got the time to eat my pizza at lunch. I'm starving._ Fox left a note on Bill's desk saying he was in the cafeteria, then left.   
He walked up to a snack bar and ordered an ice cream sandwich. He then sat down at one of the nearby tables and waited for Bill.   
A few minutes later, Bill arrived. "Hey Fox," he said, handing him a Cola-Coca.   
"Hey."   
"So...how are you feeling about the reactions test?"   
"Oh, I don't know...everyone keeps telling me I'll be the first one to ace it since my father did, but that just makes me even more nervous."   
"That sucks."   
"Tell me about it."   
"You want to watch some TV or something before we need to go?" Bill asked.   
"Nah, I think I'll warm up in my Defender before we head over," Fox replied   
"That's a good idea. I'll come too," said Bill.   
Fox and Bill walked towards the hangar, tossing their empty soda cans in a trash can as they walked by.   
Fox walked into the hangar. _Ah, the Defender II,_ Fox thought. _It feels so...puny compared to the rides Dad used to give me in his Arwing. Oh well, start small and build up, I guess._   
Fox put on his helmet and comlink and opened a channel to Bill. "Hey Bill, you all set?" he asked.   
"Everything's fine here," Bill replied. "So, wanna hit the simulator?"   
"Sure."   
Fox simply touched a button on his vid screen and he and Bill were flying calmly over the Cornerian skies, heading for the practice area.   
"Virtual Reality sure is cool, huh Bill."   
"Yep, sure is!"   
The practice area consisted of a series of rings and then a fight with holograms of various Venomian bogeys. Fox had recently tied the record for most bogeys downed on the course before getting shot down - 43. The record had originally been set by James McCloud.   
"Here I go!" Bill cried as he boosted forward into the first set of rings.   
"Right behind you," Fox said, following.   
The pair breezed through the first 10 rings, then began to put on a series of complex maneuvers to complete the next 40 rings.   
"Yee-haw!" Fox yelled, pulling a somersault to make it through the last set of rings. "Perfect!"   
"Watch it, here come the bogeys!" Bill yelled.   
Fox performed a flawless U-turn, shooting down an enemy as he did so. "Scratch one bogey!"   
"Scratch one more!" Bill responded as he completed his somersault and defeated a bogey.   
"Boost out of there, Bill, I'm launching a Nova Bomb!" Fox yelled, firing the powerful weapon.   
"Nice!" Bill yelled as a dozen of the enemy craft plummeted to the ground below. "Perfect timing!"   
"Bill, you've picked up a bogey," Fox said. "Should I take care of it?"   
"Take care of your own bad guys!" Bill yelled as he braked, sending the enemy fighter screaming past him. A simple laser volley took care of the enemy after that.   
Fox and Bill continued to fight like this for about half an hour. "Hmm…" Fox said. "We should probably report to the main practice field now, Bill."   
"Yeah, you're right. Let's go."   
Fox touched a button on his vid screen to stop the simulator. The result screen flashed for a few seconds.   
"Jeez, Bill, we just set the 2 man record!"   
"No way! How many did we get?"   
"You're not gonna believe this, but...92!   
"WHAT! That's crazy! In half an hour!"   
"Yep, I guess so."   
"Jeez, me and you could probably graduate on that alone," Bill joked.   
Fox laughed. "Let get going, Bill." Fox and Bill jetted off towards the real practice field.   
  
"Now that you are all here, we can begin the reactions test. Tests will go in alphabetical order. There are 5 test fields, all exact replicas of each other. Each cadets will be started a minute after the last cadets started. As reviewed before, you have 5 minutes to complete the course. For each additional minute beyond 5 minutes, you will lose 8 points. For each ring you pass through, you get 10 points. For every 10 rings consecutively passed through, you get 20 bonus points. For each ring you hit, you lose 4 points. For each ring you miss completely, you will lose 6 points. The maximum score for this test is 600 points. Starting with Abell to Avalea, you may now begin." Sargent Derrek finished.   
Fox watched as the first 5 pilots nervously jetted off towards the rings. A few minutes later, the first set of results showed up on his vid screen.   
"Well, Bill, you're up in about 30 minutes. Nervous?" Fox asked.   
"Yeah, well, at least I can get it over with. You've got to wait an entire hour!"   
"I'll be lucky if I don't have an anxiety attack before it's my turn," Fox joked.   
Fox and Bill fooled around a bit, breaking away from the main clump of jets and performing somersaults to keep themselves warmed up. Fox watched as Wolf performed a series of intricate moves, just barely missing colliding with another jet.   
_Crazy fool,_ Fox thought. _He's going to kill himself before he graduates!_   
Sergeant Derrek appeared on Fox's vid screen. "Cadets Fairweather through Gordon, head for the practice field."   
"I guess I'm in the next group," Bill said.   
"Good luck, man," Fox replied.   
"Thanks."   
A few minutes later, the vid screen lit up. "Cadets Green through Ingrid, head for the practice field."   
"Do your best!" Fox said as Bill closed the channel.   
Fox watched as his friend's streamlined jet flew off into the distance. I hope he does well, Fox thought.   
Fox waited anxiously for the result screen. He looked down nervously as his vid screen showed the next set of results:   
  
GREEN, BARRY . . 496   
GREY, BILL . . . . . .572   
HUN, JUSTIN . . . . 510   
IBIS, KRISTIN. . . . 478   
INGRID, HILDE. . . 436   
  
_All right Bill!_ Fox thought. _That means he only hit 2 rings!_   
"Cadets Lyle through McCarthy, head for the practice field."   
_That means I'm next._ Fox scanned the list of cadets going with him. _Ah ha! _Fox thought. _That jerk Wolf is in my group. I'll show him a thing or two._   
The next result screen came up. Fox gasped as he saw the 3 numbers.   
  
LOMBARDI, FALCO. 600 . . RECORD - TIED   
  
_Falco aced it! _Fox thought. Jeez, he's already aced 2 of the tests. That bird's on a roll!   
"Cadets McCloud through O'Donnell, head for the practice field."   
_This is it, _thought Fox. He quickly flew towards the starting line.   
"You may begin!" said the sergeant. "The timer will begin when you pass the starting line.   
_Here goes nothin',_ Fox thought as he put on the boost and headed for the first ring... 


	4. Chapter 4

**THREATENING SKIES - A Starfox Fan Fiction by Ryan Laughlin (a.k.a. Falco Fighter Pilot)**   
  
  
_Chapter 4_   
  
Fox boosted through the first set of rings, pulling a barrel roll for style. He quickly tilted his Defender to the left and then the right to get through two widely spaced rings. _Don't panic, it's just like the training course,_ he thought. _You have the record there; set the record here, too._   
He swerved, narrowly avoiding hitting a moving ring. _Haven't seen these before,_ thought Fox as he put on the brakes in order to pass through a set of opening and closing doors. _But it ain't hard, not really._ He boosted through an open door and a set of 3 rings.   
_Perfect through 10,_ Fox thought. _It really isn't that ba-_   
Alarms went off inside Fox's cockpit as his Defender II shook. _I didn't hit a ring. What's going on!_   
The cockpit shook again and Fox's vid screen showed his shields at 60%. _What the...am I being attacked?_   
Fox brought up a rear view on the vid screen. Sure enough, there was another pilot, blasting away.   
Wolf O'Donnell opened a channel to Fox. "Hello, Fox," he said, smiling evilly. "Prepare to meet your father!!"   
A barrage of lasers struck Fox's engines. Fox gasped in pain as his arm slammed into the control panel. _Dammit, I think it's broken._ "O'Donnell, what the hell are you doing!"   
"Dispatching of a certain unwanted nuisance," he responded smiling as another barrage of laser fire shook the tiny craft.   
_This is it; he's snapped,_ thought Fox. _Let's try to get out of here alive._   
He barrel rolled rapidly, repelling shots back at Wolf. A few hit Wolf's Defender, but none seemed to deal any kind of damage.   
"Ha! Good luck with that strategy, McCloud," Wolf said, practically spitting Fox's name.   
Fox swerved desperately to make it through the next ring. _If I turn and fight, not only will I blow the reactions test, I'll probably be expelled,_ Fox thought. _But if I keep this up, I'll be dead by the time I reach the finish line._ Fox considered the options, looking for a way around the obvious. _Well, I'd rather be living than dead._   
Fox spun around and fired a Nova Bomb directly at Wolf. Surprised at the sudden move, Wolf took the hit head on, reducing his shields to 50%. Fox's shields were currently at 40%.   
"So, you finally snapped, O'Donnell. Well I'm gonna have to teach you not to mess with me or my family!" Fox yelled in anger. He sent his ship diving furiously at Wolf's ship, barrel rolling, and launched a volley of lasers.   
"You think you can defeat me?" Wolf stated. "Huh. Apparently you don't know anything about me at all!"   
"I know you will die for insulting my father!"   
"Oh, does foxxy woxxy feel sad because his papa's dead?" Wolf taunted in a sarcastic tone. "Well, you can see your daddy again real soon!"   
"I wouldn't count on it O'Donnell!" Fox yelled, diving downwards. Wolf braked so as to let Fox go flying by him, but Fox anticipated the move, braking along with Wolf. Due to the fact that Wolf was barely even moving, he was now a simple target.   
"Not so fast, McCloud!" Wolf yelled, pulling a U-turn and firing lasers straight at Fox's cockpit.   
Fox held his breath as spider webs appeared on his windshield. If the glass broke, it would come flying into the cockpit at the speed the pilot was going. _Hmmm..._ Fox thought. _That might just be a good idea._   
Fox spun, waiting for Wolf to dive at him. _My life might hang in the balance on this move, so I better make it count,_ thought Fox. _Here goes..._   
Wolf came roaring at Fox, firing lasers wildly. Fox took careful aim and fired a charged laser shot directly at Wolf's windshield.   
"Noooooo!" Wolf yelled as the windshield broke, sending shards of glass into his face. His Defender tumbled downwards towards the planet.   
_Oh my god, he's gonna die!_ Fox thought. _And I...I killed him!_ Fox shook his head. _No, he's not dead yet. And I'm going after him!_   
Fox boosted downward, watching as Wolf's fighter began to circle in the Spiral of Death, plunging downwards. He doubled his boost, putting all power towards the twin engines in the back of his jet. Fox saw the parachute with Wolf automatically eject, but without Wolf conscious to pull the string, the parachute wouldn't open.   
Fox dove desperately, reaching the top speeds his Defender II could attain and going beyond them. He watched his altitude anxiously. 5000 ft...4000 ft...3000 ft...2000 ft...1000 ft...   
He saw the parachute strings snag his right wing and he tried to pull up. _I only hope to God that those parachute strings are strong enough..._   
His altitude continued to drop, though more slowly than before. 400 ft...300 ft...200 ft...100 ft...   
_Pull up, pull up!!_ Fox thought frantically. He watched the ground grow closer...   
And then he saw it grow farther away. He nearly fainted with relief. He had leveled off at 15 ft. and was now climbing steadily upwards towards the practice field.   
His vid screen buzzed faintly into life. "Fox! Fox!!!" Bill was yelling through waves of static.   
"I'm here, bud," Fox replied.   
"Oh thank god! We lost you from radar and we still don't know where O'Donnell is or even if he's alive."   
"I've got O'Donnell with me right here," Fox said as he watched Wolf's plane crash onto the barren plateau beneath him and burst into flames. Fox shuddered, thinking of what could've happened. "Right here as in hanging from my plane unconscious by his parachute."   
Bill whistled. "Jeez. By the way, Fox, you ok? You don't look very good," said Bill.   
"Me and O'Donnell will both be in the Medical Bay, believe me. I think I'm about to collapse.   
"Well, set the Defender to auto-pilot and I'll tell the General we've found you."   
"What! You mean the General is worried about me?"   
"Well, yeah, he just sent out a team to search the area. I'm gonna contact him now, I'm cutting the link with you. See ya."   
"See you too, Bill," Fox replied, flipping the vid screen on/off switch. Fox set the plane to autopilot, sat back, and collapsed.   
  
_What the...where am I? Why are there all these bright- oh no,_ Fox thought, remembering the previous day's events. _Am I...dead? No, I can't be. Not now, I'm too young! No! I'm not dead!_ Fox thought. "I'm not! I'm not!!"   
"Calm down, Mr. McCloud," a nearby voice said. "You're not dead, if that's what you're thinking. You've had quite a bit of an ordeal with Mr. O'Donnell."   
"Who are you?" Fox asked.   
"My name is Tara Riasha, I'm a squirrel and I'm your nurse. You broke an arm and you seem to be blinded, although it doesn't appear to be anything permanent."   
"Blind? I can't be blind!" Fox yelled.   
"Calm down, Mr. McCloud. Like I said, it's not permanent. You seem to be in enough pain that your brain is not correctly interpreting the signals from your eyes, but that should go away in a day or two."   
"What about the finals?"   
"Don't worry, they've been delayed. Oh, and you were given a perfect 600 for the reactions test since you aced the first 15 before engaging in a fight with Wolf and then saving his life," Tara explained.   
"So Wolf's ok?"   
"Yes, other than the fact that one of his eyes is useless now. The glass shards from the explosion of his windshield must have hit his right eye. He insists on wearing an eyepatch now. He still hates you, but I think it's because of the eye thing now, not because of piloting."   
_Well, I'm glad all these injuries are worth something, even if it does mean I have an extra enemy._ "Nurse?" Fox said as Tara left the room.   
"Yes, Mr. McCloud?   
"Tell Sergeant Derrek I won't accept the points for the reactions test."   
"What!" she exclaimed.   
"You heard me right. I want to earn them fair and square, just like anyone else."   
"Whatever you say, Mr. McCloud." Tara said as she walked away.   
Fox heard the door close. He relaxed and fell asleep.   
  
A few hours later, Fox was awoken by the sound of a door opening. "Hello?" a cautious voice said.   
"Hello, Bill," Fox said, smiling. _Hmmm...now if I only knew where to look to see him._   
"How are you feeling?"   
"Not bad other than a broken arm, temporary blindness and numerous cuts and bruises," Fox stated, quoting his nurse.   
"Ouch. I thought your eyes looked kind of funny when I walked in," Bill said   
"So, how's everybody doing?"   
"We're all a bit shocked that Wolf attacked you. I mean, I know he held a grudge against you, but trying to kill you?"   
"What's his and my punishment, do you know?" Fox asked.   
"Why would you get punished? You defended yourself and then saved your enemy's life!" Bill exclaimed.   
"Well that doesn't mean I didn't shoot him down."   
"I think Wolf's getting the boot as soon as he's healthy again. But you, you're getting honors, man, I think they're gonna award you a Purple Paw!"   
"No way!"   
"Yes way."   
"Cool. My dad used to have a bunch of those." Fox said.   
"Oh, and Sergeant Derrek waived your detention," Bill added.   
"Nice."   
"Yeah. Well, I guess I should be going. We get to have extra flying classes while you're in Medical Bay," Bill said happily.   
"How come I miss all the fun stuff," Fox joked, laughing. "Well, have a good time."   
"Thanks. Get well soon."   
"I will, as soon as I can!"   
Bill left, closing the door behind him. 


	5. Chapter 5

**THREATENING SKIES - A Starfox Fan Fiction by Ryan Laughlin (a.k.a. Falco Fighter Pilot)**   
  
  
_Chapter 5_   
  
Fox woke up the next day feeling refreshed (though still in pain) and able to see a great deal better than before, though not perfectly. He sat up as his nurse, Tara, entered the room with a light breakfast.   
"You had some visitors come by yesterday while you were asleep," Tara told him.   
"Oh, Bill wasn't the only one?" Fox asked.   
"What do you mean? Bill Grey wasn't in here, was he?" Tara asked, confused.   
"Well, yeah," Fox said.   
"He didn't get permission! Why that little..."   
"You can't blame him. We're roommates, best buds for 6 years...what do you expect?"   
"I suppose you're right. He should've told the secretary he was coming in, though, I'm sure she still would've let him in."   
"I'll tell him that if he sneaks in again," Fox told her.   
"You do that."   
"Mmm, this looks good," Fox commented, biting into a piece of toast with jam.   
"I'm glad you like it. I've got to go check on Wolf now, but I'll stop by again with lunch around 1200 hours."   
"Sounds good. See you then!" Fox said.   
"Goodbye, Mr. McCloud," Tara said as she left the room.   
Fox relaxed and watched a movie while he waited for lunch or a visitor. Around 1100 hours, Fara, Bill, and Falco walked in.   
"Hey, Fox," Falco said.   
"Hi Falco, hi Fara, hi Bill," Fox replied.   
"How you doin', Fox?" Fara asked.   
"Well, better than yesterday, as Bill could tell you," Fox said. "Oh, that reminds me, you did tell the secretary you were here this time, right Bill?"   
"What do you mean, 'this time?'" Falco asked.   
"You didn't even tell them, Bill?" Fox said, laughing.   
"You visited him yesterday? You said you were going to the library to study!" Fara exclaimed.   
"Yeah, well, I did study for a little while, and then I came here," Bill explained.   
"Without permission," Fox added.   
Bill shot Fox an annoyed look and Fox laughed. "Bill, you sure are a deceptive guy."   
"Hey, you're my best bud, ok?" Bill retorted.   
"All right, guys, calm down," Fara said.   
"You guys-" Fara shot him a warning look- "and gal can sit down in the chairs over there," Fox said.   
"Hey, you can see today, can't you?" Bill said.   
"Better than yesterday, but not that well. The nurse says it should be gone by tomorrow," Fox replied.   
"I guess that's better than nothing," Falco said. "So how's the arm?"   
"I should be fine by tomorrow and fully healed in 4 days, thanks to the new genetic casts they've developed," said Fox.   
"Yeah, those things are amazing," Fara said.   
"Mmm hmm. What news of Wolf?" Fox asked.   
"He's been thrown out, as expected," Falco told him. "When I asked, the sergeant guaranteed me that he wouldn't be getting a piloting job anywhere on Lylat."   
"That's a relief," Fox said. "I'd hate to see what he'd do if he got his hands on another jet."   
"Yeah, O'Donnell's a maniac," Bill said.   
The nurse walked in, carrying a tray with a lunch spread on it. "Good morning Fara, Falco, Bill," she said, shooting a meaningful glance at the latter. "I brought you your lunch, Mr. McCloud, is there anything else I can get you?"   
"No, Tara, thanks," he replied gratefully, taking a bite out of his sandwich. "Am I gonna be allowed to return to the tests tomorrow?"   
"Yes, your friends here have pulled a few strings to get your release date moved up."   
"So I can retake the reactions test tomorrow?"   
Tara shook her head. "You sure you don't want to accept the 600?"   
Fox shook his head, wincing as a headache hit him. "I want to earn the points fair and square, just like anybody else."   
"Jeez Fox, that takes some courage," Falco said. "Even if it does seem kind of stupid. I mean, you won't be able to control as well as normal with your arm in a cast."   
"That doesn't matter. I want to earn my points the same way as anyone else," Fox replied.   
An electronic bell sounded in the hall. "Whoops, looks like we're gonna be late for class," Fara said.   
"I'll stop by again later," Bill said.   
"Don't worry about it, you guys have been great," replied Fox, yawning.   
"Bye, Fox," Falco said as he walked out the door.   
"Bye," Fox said sleepily as he drifted slowly into a calm slumber.   
  
"How does that feel?"   
"That's fine, I think...ouch!"   
"Sorry, I didn't mean to trip into you," Tara said.   
"Not a problem," Fox replied. "Just help me up the stairs to my room."   
"Hey Fox!" Bill said, walking by. "They let you out?"   
"Yeah. Can you help me up to my room?" Fox asked   
"Sure. Tara, you can go ahead back to the Medical Bay, I'll take care of him," Bill said.   
"All right, have it your way," Tara said, slightly annoyed. "I expect to see you in 2 days so I can check that cast, right Fox?"   
"Oh fine, I'll come," Fox said.   
Tara walked back towards the Medical Bay as Bill escorted Fox to their dorm. As Fox sat down on the bed, Bill reached into a closet.   
"Surprise!" Bill yelled, pulling out a shiny, new comlink.   
"But Bill, what did you do with-"   
"Don't worry, this is your dad's comlink, just cleaned up and repaired, that's all."   
"Thanks a ton, Bill," Fox said smiling.   
"No problem," Bill replied happily. "And that's not all."   
"Geez, what else could there be?" Fox asked.   
"Well, what do you think happened to your jet," Bill replied.   
"Crap, you're right! That's probably scrap metal by now," Fox said frowning.   
"Well, the academy is supplying you with a rental until you graduate, and once you do...well, come with me."   
Fox followed, intrigued, as Bill walked to the hangar. They stopped by Fara and Falco's rooms on the way there.   
Once they reached the hangar, Fara walked over to a crude curtain and pulled it to the side. "Ta da!"   
Fox gasped. There, in front of him, sat a brand new Arwing with the Starfox insignia inscribed on the side.   
"I...I don't know what to say!" Fox said. "How on earth did you guys afford this?"   
"Most of the money came from Peppy Hare," Falco explained. Fox smiled, thinking about the hare's efforts to take care of Fox once his father had died. "He heard about your little...accident...and decided to buy you a new jet. We pitched in a little, and there she is," Falco finished.   
"Jeez, guys, thanks a ton!" Fox said, fingering the exterior of his new craft. "Hmm...this baby needs a test flight."   
"Then boot her up and let's go!" Fara answered.   
Fox jumped into the cockpit of the Arwing and looked at the controls. _Hmm...they're similar enough to a Defender, but there are a couple changes._ He watched as his friends climbed into their Defenders and smiled. _I certainly do have some caring friends._   
Fox turned on the ignition. The engine, shield, and fuel levels appeared on his crisp, new vid screen. Bill contacted him. "Hey Fox, how is it?"   
"Great! This baby is gonna outrace you guys 2 to 1!"   
"Oh, we'll see about that," Falco said. "Race ya to the pillar!" He said, pointing his Arwing in the direction of the object so that the others could see where it was.   
"Sounds fine to me," Fara replied.   
"On 3! 1...2...3!" Bill yelled.   
Everyone boosted simultaneously, flying at the pillar in the distance. Fox's Arwing took an easy early lead. Fox nearly was going twice as fast as his friends!   
"Catch me if you can!" he yelled, boosting forward, coaxing his Arwing to its maximum speed. The pillar approached, growing closer, closer..   
Fox pulled the Arwing until it pointed straight upward, racing up the pillar side. "Yee-haw!" he screamed in exhilaration, flying up over the top. At this point he slowed down, bringing his Arwing's speeds to the minimum, slowly drifting down to the base of the pillar.   
Even if his descent was slow, Fox still arrived at the base of the pillar again before his friends arrived. Next to arrive was Falco, followed closely by Bill, then Fara.   
"Holy crap, Fox, that thing can really fly!" Falco exclaimed in awe, pulling up next to Fox. "You must've hit 1500 mph!"   
"1600, to be precise," Fox replied. "Yeah, this little macine is as good if not better than any other I've ever seen. Beltino Toad sure does make these incredibly."   
"Actually, this was made by his son, Slippy," Fara told Fox.   
"You mean my old pal Slip made this baby?" Fox asked incredulously. "I can still remember when he accidentally infected the entire flight squadron with a virus in high school. He was just starting to get really good at mechanics when I came here."   
"Yep, Slip made this," Bill said. "It's even faster than the ones his father used to make."   
"That guy would be a good addition to any team," said Fox. _Hmm...I'll have to keep that in mind._   
"Yeah, he's a great mechanic and an ok pilot, too," Falco said.   
"Thanks for all this, you guys," Fox said. "I think I know you back and forth, and then you come out and totally surprise me."   
"No prob. What are friends for?" Fara stated.   
"I'm headed back to the hangar so I can call Peppy and say thanks. Anyone want to race me back?" asked Fox.   
"You wish, McCloud," laughed Falco. "I don't plan on racing that thing any time soon."   
"See you guys later!" Fox cried happily as he jetted off towards the base. 


	6. Chapter 6

**THREATENING SKIES - A Starfox Fan Fiction by Ryan Laughlin (a.k.a. Falco Fighter Pilot)**   
  
  
_Chapter 6_   
  
"Would Fox McCloud please report to the practice field," a voice said over the loudspeakers. Fox's ears perked as he heard the command.   
"You sure you want to do this, Fox?" asked Bill. "You can still just accept the 600. You're not exactly in the best condition for flying."   
"I already told you,Bill , I want the points fair and square," he replied.   
"I know, I'm just worried about you getting hurt out there. Don't kill yourself, 'k?"   
"Don't worry, I won't."   
  
Fox walked towards the hangar, shuddering at the thought of what had happened last time at the practice field. _Seems like everyone has wanted my family dead over the past year,_ Fox thought. He sadly remembered that day a little over a year ago…   
"Fox, our satellites have been reporting some activity on Venom," his father had told him over dinner. "It's probably nothing, but the General has asked us to go check it out. I'll be home in a week or so."   
Fox had been more annoyed than upset. After all, his father did this sort of thing all the time. But for some reason, this one seemed...important. Like it would change Fox's life.   
"Dad, don't go!" Fox had cried. "There's something about this one, it feels...different."   
"Sorry, son, it's my duty," his father had replied.   
Fox watched his father climb into the Great Fox and blast off towards Venom. _The last time I ever saw him alive with my own eyes. Why didn't I tell him I loved him or something!_ Fox thought angrily through his slow, silent tears. _I was such a fool!_   
Then, a week later, a call into Sergeant Derrek's office. "McCloud, I have something you should see," he had stated sadly, turning on a vid screen on the wall. "Take a seat."   
Fox sat nervously in an armchair, watching the vid screen flicker into life. "This is a live feed from the satellites orbiting Venom," Derrek had explained. "Your father's teammate, Pigma Dengar, has just betrayed the Cornerian cause, and it doesn't look good for the rest of your father's team."   
_No. No!_ Fox had thought. _Why would Pigma betray us?_ He watched in absolute horror as his father's plane was shot repeatedly. It began a slow spiral downwards, picking up speed as it fell in a tighter spin down towards the planet's surface. He choked back a sob as his father's Arwing disappeared into the clouds of dust below.   
"No!" Fox had yelled. "No! It's not true! My father is not..." But as he said it, he realized his father was. _He's...dead,_ he had thought mournfully. _I'll never see him again._   
Bill had walked worriedly in. "Excuse me, sergeant, but have you seen-" He stopped, seeing Derrek's sad frown and Fox trying to conceal his grief. Bill stood in the awkward silence for a moment.   
"Fox...you ok?"   
Fox turned quietly, his eyes glistening with unwept tears. "It's my father, Bill," he said quietly, without emotion. He took a deep breath, and shuddered as he let it out. "He's...dead."   
Bill fell backwards with shock, just barely stopping himself from falling over. "No. It can't be, Fox..."   
"It's too late. He's gone now," Fox replied with untold grief and sadness in his eyes.   
Peppy had managed to escape with his life and returned home to tell Fox of his father's fate in more detail. Pigma had betrayed them, firing a bomb directly into James' left engine. Without the extra speed and maneuverability, he had been unable to escape the swarm of Invader II fighters.   
He remembered the weeks afterwards: his friends trying to comfort him, his classmates pointedly not making eye contact, and that moment...that one moment that he swore he had seen Wolf smile mockingly at him. _That jerk, that slob, that son of a bitch,_ Fox thought angrily. _Maybe I shouldn't have saved him after all._   
Fox continued towards the hangar angrily, ripping his helmet off of a bench. He slammed the button that opened the glass top of his rented Defender II, stepping inside and booting up the machine. He checked the meters displayed on his vid screen.   
_Hmmm...the shields don't appear to reach full power on this one,_ he thought, frowning unhappily. I wish the old one hadn't been destroyed.   
He jetted out of the hangar and headed toward the practice field off in the distance.   
Fox approached the course, heading for the first few familiar rings. _I can see it. There's where Wolf attacked me. Right there. And not a sign that it ever happened._   
He swung lazily through the first few rings, wincing as he tapped his arm on the control panel. He braked and boosted through a few sets of simple rings, reaching the areas he hadn't yet explored. He pulled a somersault, swerving left as he exited the 2 rings in order to get a moving one. He continued this way, the stunts getting harder and getting less time to execute them. He felt the difference in this control panel. Or maybe it was his arm. Either way, he felt he couldn't respond as fast as he had in his old Defender II, or in the Arwing.   
He barely missed colliding head on with a ring, then spun madly to get through the next ring on the opposite side. _I'm losing it!_ thought Fox. _Concentrate, man, concentrate!_   
He saw the finish line off in the distance, fast approaching. Then, he heard something else.   
_Well doesn't that just figure,_ Fox thought as the engine stalled. _I think I have the momentum to reach the finish line, but pulling a somersault for the last ring? Well, I guess it's worth a shot._   
He fell downwards gradually, so as to maintain a constant speed. As he reached the ring, he pulled upwards, firing the boost out of habit, even if it didn't do anything. He looped upwards, slowly passing through the ring...   
And a brief screech sounded. _Dammit!_ thought Fox. He looked behind him and saw that his left wing had just scraped the inside of the ring. _I was so close...stupid engine!_   
Fox crossed the finish line and waited for the score he already knew to flash across his screen.   
  
MCCLOUD, FOX 596   
  
Fox sighed. "So close..."   
Fox slowly flew back to the hangar. He opened the cockpit and jumped out in one fluid movement. The sergeant was there to greet him.   
"Congratulations, McCloud. 596 is impressive, and we can have you retry the last few rings so that-"   
"Nah, just leave it there, sir. I've taken this course enough times, 596 is fine," Fox replied.   
"Well, if you're sure," Derrek replied, surprised. "You certainly are one-of-a-kind, McCloud. You have permission to return to your living quarters."   
"Thank you, sir." Fox quietly headed towards his dorm. Bill, Falco, and Fara were there to greet him.   
"Hey Fox!" Falco said as Fox walked into the room.   
"Hey!" he replied. "What are you and Fara doing here?"   
"Just thought we'd greet you after your run," Fara answered.   
Fox frowned. "I wish I'd scored perfectly on that."   
"Hey, no one's more surprised than me," Falco told him. "I mean, I beat Fox McCloud? Major ego boost. You'll have to watch your tail for me in the future."   
"Well, you do have kind of an advantage, being a bird and all," Bill stated.   
"Yeah, well Fox has an advantage. He went flying with his dad starting when he was 4."   
"Cut it out you guys," said Fara laughing. "I gotta leave, I've got some laundry to do. I'm sure you two are the best pilots in the Lylat System. Well, except for me, of course," she taunted as she walked out the door.   
"Oh, you wish!" Falco retorted.   
"Yeah! We could beat you any day!" Fox called.   
Fara stepped into the hall and shook her head. "Men," she stated, rolling her eyes.   
For a few seconds it was silent, then the room exploded with laughter as Fara continued to walk down the hall. 


	7. Chapter 7

**THREATENING SKIES - A Starfox Fan Fiction by Ryan Laughlin (a.k.a. Falco Fighter Pilot)**   
  
  
_Chapter 7_   
  
"So, how's it look, doc?" asked Fox.   
"I'm surprised," said Tara, his nurse. She was checking his broken arm. "You're fully healed already! Even with that special cast, it should have taken a few more days."   
"I guess I just heal fast," he replied.   
"I guess so. How are your eyes?"   
"Fine, no problems anymore."   
"Good. You should be set to go, then."   
"Glad to hear it. See you around!" Fox called as he walked out the door.   
"See you too!" Tara replied.   
Fox turned a corner and bumped straight into the sergeant.   
"Sir!" Fox said, caught off guard. He quickly saluted. "I'm sorry sir, I should have been watching where I was going more carefully."   
"Don't worry about it, McCloud," Derrek replied. "It's my fault too, I'm in a rush."   
"Where to, sir?"   
"I'm not at liberty to say that, sorry."   
"That's fine. Whatever you're doing, good luck, sir!" Fox called as he walked away.   
"It's going to take more than that to save the Lylat System," he mumbled as he headed off in the opposite direction.   
  
"Will all senior cadets please report to the practice field for the speed trials," blared a speaker system. "I repeat, will all senior cadets please report to the practice field for the speed trials. Thank you."   
Here we go, Fox thought. "Hey Bill, you got everything?"   
"Yep, just let me grab my comlink."   
"Ok."   
Fox tapped his paw impatiently against the floor as Bill looked through a pile of clothes. "Let's see," Bill mumbled. "Socks, shirts…here we go!" he cried triumphantly, pulling out his comlink.   
"Well then let's go," Fox said. "I don't want to be late."   
"All right," Bill said reluctantly. "Let's go."   
Fox trotted down the hall to the hangar at a brisk pace, Bill dragging sluggishly behind. Fox noticed this when he was twice as far from the room as Bill was.   
"Bill, if you don't even try to be fast while you're inside the academy, how are you supposed to be fast in the trials?" Fox asked.   
"I'm just worried, that's all," Bill said. "Speed has never exactly been my specialty."   
"You'll do fine," Fox told him. "Hey, O'Donnell tried to kill me, but I came out alright. Why shouldn't you?"   
Bill thought about this for a second. "Good point. And I beat Fara in our race a few days ago. She isn't exactly a bad pilot."   
"There ya go! See, you'll do fine."   
"I hope you're right. I'd like the points," Bill said.   
"Don't worry about it," Fox said. "Now let's get moving!" he said, jogging down the hall.   
"Right behind ya, Fox!" Bill cried as he ran down the hall after Fox.   
A minute later they arrived at the hangar. Jumping into his Defender along with a few other students, Bill booted up the engines. Fox took a moment longer to find his plane; it had been replaced yet again.   
"Ah, here we go," Fox mumbled as he came across his jet. He noticed with satisfaction that this plane appeared not to have any sort of damage. Turning on the engines, he saw the shields, engines, and boost were at full. _That's good,_ Fox thought. _No more engine troubles or anything like that._   
Fox looked over at the spot his Arwing had recently occupied. "Only a week," Fox said happily, boosting out of the hangar into the warm June air. He set course for the practice field and relaxed, turning only once to avoid a fellow pilot.   
As he arrived, he noticed 2 groups, each with a digital display over the name. _Abell to Ladlow-that would be Bill's group-and Lanford to Zyon, that's me. Hmm, they changed the groups. I'm with Falco now._ He zoomed over towards the second group, somersaulting on the way to release some of his nervous energy.   
The sergeant appeared on his vid screen. "Good afternoon, cadets. Would we all please welcome back Fox McCloud?"   
Applause sounded over the channel, along with a cry of "All right Fox!" that could only be from Bill. Fox smiled.   
"Thank you," the sergeant continued. "As we are all aware, Fox saved Wolf O'Donnell's life despite that fact that just seconds earlier the latter had made an assault on his life. Fox, the General and his advisors have agreed to award you the Purple Paw in recognition of this achievement, and to upgrade your rank to Lieutenant with 2 stars as soon as you graduate, which no doubt you will."   
Applause flooded the channel even louder than before, with another cry of "Go Fox!" in the background. He smiled again. _That was Lombardi, this time._   
"All right, now to begin the speed trials," the sergeant interrupted. "As before explained, this is an all out race for the finish. The maximum number of points possible is 500. You will race your fellow cadets for a finish line located 135 miles away at Camp Dragonwing. By passing through blue rings found throughout the course, your maximum speed will increase by 100 mph for 5 seconds. If used correctly, these rings can bring you to the verge of warp speed. That is really all that there is to explain. This is your one shot; I advise you make sure your Defender II is in good working order. The first group will begin in 25 minutes."   
Fox opened a link to Bill once the sergeant's face had faded from the screen. "Bill, can you believe it!"   
"Yeah, I think everyone knew it was gonna happen. Why wouldn't they?"   
"Well, yeah, but I didn't think they'd actually do it! And I've got an instant promotion to Lieutenant!" Fox exclaimed.   
"Yeah, betcha didn't see that coming! Then again neither did I," Bill realized.   
"Wanna pull some stunts?" Fox asked.   
"Nah, but last one to that post is a one eyed hawk!" Bill yelled, jetting off.   
"Oh no you don't," Fox told him, pulling up alongside him near instantly. "You can't get a jump on me. You should know that by now."   
Bill whistled. "Your reaction time was 0.087 seconds!"   
"You were timing me?" Fox asked incredulously.   
"Yep!" Bill smiled roguishly.   
"Hey, I would've done better if you'd told me," Fox said, feigning annoyance.   
"Abell through McCarthy, to the starting line NOW," the sergeant said, appearing on everyone's vid screens.   
"That would be me," Bill told Fox. "Wish me luck!"   
"I would if you needed it," Fox told him.   
Bill responded by braking to almost a hover. "Look at me, I'm a speed demon!"   
Fox laughed. "Get over there, you rabid dog."   
"I'll have you know I haven't been rabid for a month," Bill joked, pretending to be serious as he boosted away.   
Fox chuckled and continued his aerial maneuvers, knowing that it wouldn't make a difference whether he saw the strategies the pilots used or not. He simply waited for the results screen, confident he would see Bill's name near the top.   
_Here they come,_ Fox thought as the screen buzzed into life. He scanned the list, looking for his friend. It didn't take long.   
  
5TH GREY, BILL 8:03:15   
  
"All right Bill!" Fox yelled to no one in particular. "Way to go!"   
His screen buzzed into life with Bill's face. "Did ya miss me?"   
"Nice job, Bill!" Fox complimented.   
"Yeah, well, I'm as surprised as you," Bill replied.   
"I'm not surprised, I thought you could do it all along."   
"I guess you were right."   
The sergeant's muzzle appeared on the screen again. "Lanford through Zyon, report to the starting line NOW."   
"Well, now it's your turn. Show 'em whatcha got," Bill told Fox.   
"Will do, bro," he replied, blasting away in a surge of fire.   
Falco's face sprang into life just seconds after Bill's faded away. "Looking for some fun, Fox?"   
"You bet."   
"You're gonna have you're hands full, because this bird's on fire!" Falco stated.   
"Yeah, well let's just make this a really good, fair match," Fox told him.   
"Agreed. No breaking off my wings with your lasers," Falco joked.   
"Oh, I don't know about that..."   
The last few cadets pulled in to the starting line, joining the others in a flowing wave of engine fire.   
The sergeant appeared on the vid screen. "Are all cadets ready?" he asked, as a yes/no prompt appeared on the screen. Fox tapped the yes button with his paw and waited.   
"All right then, everyone is here. So with out any further ado...on your mark..."   
Fox turned a few dials, setting 70% of his energy to speed, 20% to boost, and the last 10% to shield as a precaution.   
"Get set..."   
Fox's hands tensed on the controls, waiting...waiting...   
"Go!" 


	8. Chapter 8

**THREATENING SKIES - A Starfox Fan Fiction by Ryan Laughlin (a.k.a. Falco Fighter Pilot)**   
  
  
_Chapter 8_   
  
Fox's Defender roared across the starting line, leaving a faint trail of smoke behind him. Banking sharply to the left, he cut off another pilot headed for a speed ring and went through the ring himself. He watched as Falco did likewise milliseconds after him, the falcon using his boost to meet Fox neck and neck.   
Fox fired his boost, zooming forward and keeping the momentum by hitting thew next ring. Falco tailed him closely, mirroring his moves.   
"Too cowardly to make your move, Lombardi?" Fox taunted.   
"Too cowardly to try this?" came the retort as Fox watched Falco pull in front of him, engines ablaze.   
_He's got to be putting full power on his engines!_ Fox thought. _Doesn't he realize how dangerous that is?_   
"Don't go killing yourself, Lombardi!" Fox yelled, slightly worried. _I know he has skills as a pilot, but jeez!_   
"Oh, am I going too fast for Fox?" Falco replied, firing a boost even farther ahead as he nailed a ring.   
"Well if that's how you want to play," replied Fox, "then let's go!"   
Setting his engines to full power, he caught 2 more rings, nearly meeting Falco. Risking a glance at his radar, he realized that he and Falco were more than ½ mile ahead of the pack. Catching another ring, he met with Falco's tail, nearly hitting the craft.   
"Watch it!" the avian yelled, flying through the next ring. Fox followed suit.   
The race continued, both the pilots not missing a ring. _The finish line,_ thought Fox as it appeared on his radar. "It ends here, Lombardi!"   
"Don't be so sure!"   
Fox's paws flew across the control panel, adjust the wings, the tail, and the boost engines. As he coasted with the speed of yet another ring, he yelled his challenge to Falco. "Match this!"   
Fox slammed his paw onto the boost button, sending his Defender forwards at speeds even Falco had never attained. The 2 ships grew closer, closer...   
_Here comes the finish line. Come on..._   
The 2 aircraft screamed across the finish line as a camera went off. They both wondered who had pulled ahead in that final second; the finish had been too close to tell by eye. Fox slowly screeched to a halt alongside Falco. The 2 pilots jumped out of their craft in near perfect unison.   
"Jeez, Fox, that was crazy!"   
"You were too! What were you doing setting all power to the engines?"   
"Hey, all or nothing, right?"   
Fox shook his head. "I thought for a second that you would get nothing."   
They walked inside a building at the finish line, watching as all of the results came in. Fox found Fara in 12th, but the top 2 spots were left empty. _Was it really that close?_ wondered Fox.   
Fara walked in, pulling of her helmet and taking a seat next to the two dumbstruck pilots. "So, who won?"   
"That's the problem, we don't know," Falco told her.   
"Really? Well, here comes the photo of the finish."   
On a large screen, the picture came up. The computer zoomed in, trying to find the difference in position between the two vehicles. There was not one to be found.   
The positions finally flashed up onto the scoreboard.   
  
1ST . . . LOMBARDI, FALCO . . .1:37:0698356...   
1ST . . . MCCLOUD, FOX . . . . . .1:37:0698356...   
  
"But that...that's impossible!" Fox exclaimed incredulously. "How..."   
Falco just sat there speechless. Bill finally noticed the group and walked over.   
"Crap, Fox, that's a track record! You too, Falco!"   
The two remained speechless.   
  
"Hello?" Sergeant Derrek said as he flipped on the vid screen in his office.   
"Good afternoon, sergeant."   
"General Pepper, sir!" he said surprisedly, clumsily standing up and saluting.   
"Sit down, sergeant, we need to talk."   
"Yes sir?"   
"There has been...some trouble in the area of Venom," the general told him. Derrek shuddered, remembering when he had had to tell Fox his father's fate.   
"Yes, I see you remember what happened there a year ago. Well, our satellites within 5 AU have been destroyed."   
"But...how! Simultaneously?" Derrek said incredulously.   
"Apparently, yes. The attack indicates that there is a military force on the move. We have no whereabouts, but it is inevitable that something will happen."   
"But why are you telling me this, sir?"   
"I want the graduates of this year carefully protected. Don't let anything happen to them."   
"Yes sir." Derrek signed off the vid screen and sighed unhappily. _What next?_   
  
Fox flopped down onto his bed, trying to recover from the day's earlier shock. _That is so amazing,_ Fox thought. _How on earth...could we have finfished that close together?_   
He didn't have much time to think about it, though. Fox awoke a few hours later to find Bill telling him to get ready for the dogfights.   
"Come on, man, wake up. We gotta go!"   
"Ok, I'm awake now," Fox told him, yawning, as he picked up his comlink. "Let's go."   
They trotted down the hall, headed towards the hangar. 


	9. Chapter 9

**THREATENING SKIES - A Starfox Fan Fiction by Ryan Laughlin (a.k.a. Falco Fighter Pilot)**   
  
  
_Chapter 9_   
  
Fox tapped the control panel of his Defender II anxiously, waiting for the commands from Sergeant Derrek. Finally, the badger appeared on his vid screen.   
"Final dogfight squads, report to the practice field NOW."   
Fox jetted off. _This rocks,_ he thought. _I can't believe my squad's working with Fara's, Bill's, and Falco's squads!_   
The sergeant reappeared on Fox's screen, this time in a private message. "You will be attacked the moment you enter the field. Be prepared."   
"Will do sir." He closed the link to the sergeant and opened a link to the team. "This is Fox Lead. All aircraft report!"   
"This is Fox 2, ready for action."   
"Fox 3, let's get going already."   
"Fox 4 here, I'm fine."   
"Fox 5, all systems functional."   
"This is Fox 6, ready to fight."   
"Fox 7's ready, all systems go."   
"Fox 8 here, let's do it."   
"All right then, let's start with 2 attack teams. Fox Even, split!" Fox yelled into his comlink, watching as the squad separated into two teams of four.   
"This is Fox Lead, all squads report in."   
"Bulldog ready," Bill said.   
"Phoenix rarin' for action," Fara said.   
"Falcon set," Falco replied.   
"Dolphin set."   
"Serpent check."   
"Rabbit fine."   
"Husky ready."   
"Chipmunk ok."   
"Gator fine."   
_That's everybody._ "All right then, let's rock and roll!"   
The squads separated as the squad leaders wished and prepared to face the first wave of assault. The Invader I's began firing rapidly, dodging through spinning steel girders. The Invaders were picked off, one by one, but a few units took damage.   
One unit in particular, a Bulldog, was heavily wounded. "I'm at 20% shields, I gotta leave."   
"Sorry, Frank," Bill replied. "Tough luck."   
As the fighter began to head back to base, it received another shot, directly into the left engine.   
"They're still hittin' me!" Frank yelled.   
_Something's wrong,_ Bill thought. "Try to get out of there!!"   
"I...can't...move...fast enough...ahhhhh!" he screamed as his ship exploded in a fiery burst of light.   
"Something's wrong, all units retreat!" Bill yelled into his comlink. His squad turned to leave, but the other groups continued on as if nothing had happened.   
"Fox...Fox!" Bill yelled, but got no response. _Dammit, the communications are jammed! I can't even contact the base!_ Bill thought.   
  
"Sir, something just went hugely wrong!"   
"Why, what do you mean, McCormack?" Derrek asked.   
"The Invaders attacking the students..."   
"Yes?"   
"We...we're not controlling them."   
  
_Crap, the communicator's out!_ Fox thought. _This can't be part of the test, can it?_ Fox spun, taking out an Invader II in a barrage of laser fire. _Something is definitely wrong..._   
  
"The system is almost back online...and...there!" a programmer exclaimed triumphantly, as the computers rebooted.   
"So what's happened?" Derrek asked.   
"Oh my god..."   
  
Bill's voice suddenly cut through the static of the communicator. "-treat, retreat, all units. Something has gone wrong!"   
_I knew it!_ Fox thought. "Bill, what happened?"   
"Frank," Bill said, choking a sob. "He was just killed."   
"What!? All aircraft, retreat now!" Fox yelled.   
He wheeled around, groaning in despair as he saw the Venomian army positioned between the squads and the hangar. A huge swarm of Defenders, old and new, was moving in a pattern around their only way back.   
"Fox, we can't go back," Fara said. "We have to stay out here and fight. There's no other choice."   
Fox gritted his teeth. _Dammit, this is the worst thing that could possibly happen!_ "All right, attack with a pincer formation, towards the hangar! Dolphin, cover our backs!"   
"Will do, Fox!"   
9 squads attacked the troops between them and the hangar, Dolphin Squad picking off anything trying to attack from behind. Finally, the pathway began to clear.   
"Yee-haw, we're almost through!" Falco yelled in exhilaration.   
"Fox, look!" Fara said, a look of horror on her face.   
  
Sirens started screaming in the headquarters of the academy. Quickly scanning his computer, Derrek found the problem. He stared, his jaw hanging down in a display of astonishment.   
  
"Nooooooo!" Fox screamed as the largest ship in the attack fleet released a barrage of missiles at a large office building in the distance. The entire structure toppled under the massive force of the impact.   
"You'll pay for that, you bastards!" he screamed at the Venomian ships. "You will not leave this place unscathed, nor will you leave this place alive!"   
"I wouldn't be so sure about that, Junior," said a mocking voice as a pig appeared on Fox's vid screen.   
Fox stared in shock, his expression quickly changing to one of rage. "Dengar, you traitor!" Fox yelled, diving desperately at the red-winged ship he saw the pig in.   
"Hello, do I look familiar?" said another voice, an ape this time.   
"That's Andross's son!" Fara gasped.   
"And none of you know me, though you soon will," a chameleon said. "Leon Powalski, your worst nightmare."   
"I got this guy!" Falco yelled, pursuing him.   
Fox barrel rolled to repel some shots from Pigma Dengar. _You killed my father!_ Fox thought furiously. _I will kill you in return!_   
The fight behind Fox, Falco, Fara and Bill continued, the Cornerians slowly gaining ground against the Venomian ships.   
Suddenly, Fara realized something. "Wait a minute. There are only three pilots in this attack group, and the normal size for an attack group is fou-"   
"Help, I'm hit hard!" Bill yelled. Smoke poured from his right engine, and his Defender was barely moving. "I'm going down!"   
"Bill, try to retreat!" Fox shouted back.   
"I can't!"   
"Bill!"   
"Fox, I think this is it," Bill said quietly.   
"Bill, quit talking like that!" Fox yelled.   
"Goodbye, Fox," Bill whispered, as his ship began to plummet downwards.   
"Nooooo! Bill!!!"   
Bill's Defender shook violently, and Fox realized his friend had been knocked unconscious. He watched as the plane spiraled downwards, Bill automatically ejecting with a parachute that Fox realized would not open.   
_Oh my god, it's Wolf all over again,_ Fox thought. He began to dive, wondering why Bill hadn't been shot, but someone beat him there.   
"Hello, Fox," sneered Wolf O'Donnell as he flew upwards, Bill's parachute trapped on his wing. "My my, doesn't this scene look familiar?"   
"LET HIM GO, O'DONNELL!" Fox shouted furiously. "I SAVED YOUR LIFE, REPAY THE DEED!"   
"Oh, I suppose I'll let him live," Wolf said. "But this will be his last glimpse of Corneria. Say good bye to your friend, Fox."   
"YOU!!!" Fox screamed, charging a laser shot to fire at the tiny craft.   
"Fox, no!" Fara yelled in horror. Fox stopped charging the energy ball.   
"Why shouldn't I kill this useless piece of junk?" he shouted.   
"If you shoot him, you'll sever Bill's parachute cords. He'll die!" Fara yelled back.   
Bill... Fox thought desperately. "There must be some way..."   
"There isn't, Fox," Wolf said, sneering. He watched as Pigma approached the young fox from behind. "And there isn't any way you'll escape either!"   
Fox's face contorted in pain as his arm slammed against the control panel. His craft shook with laser fire to the left engine from Pigma's Wolfen ship. "O'DONNELL!" he bellowed in rage. "YOU WILL DIE AT MY HANDS SOME DAY!"   
Wolf snorted. "When pigs fly!" Wolf looked at Pigma, realizing what he had said. "Point is, goodbye!"   
Wolf slowly flew back to the largest of the Venomian ships, flying inside and calling in the other 3 pilots.   
_I have to go after him, somehow,_ thought Fox. He flew swiftly towards the still open door.   
"Fox, no, there's nothing we can do right now!" Falco called out. "We...we have to get help."   
"But...Bill," Fox said, tears forming in his eyes at the realization that his friend was gone. He turned and flew back towards he hangar, watching as if through another person's eyes as the Cornerian fleet arrived and cleaned up what was left of the mess.   
  
"What was the death toll of cadets," Sergeant Derrek asked wearily.   
"34, sir, and Bill Grey was captured."   
"Dammit, he was one of the best men we had!"   
"There's nothing we can do, sir."   
"I know, soldier," Derrek replied, sighing. "You may leave now."   
"Thank you sir."   
  
***   
  
"As you all know," Sergeant Derrek began sadly, "the last group of graduating cadets was attacked yesterday by a Venomian force. Nearly half of your fellow cadets in that group were killed defending Corneria. Let us honor them with a moment of silence."   
The cadets stood for a minute, thinking of their fallen comrades. _Why,_ thought Fox with tears in his eyes. _Why..._   
Fox wiped his eyes dry as the minute ended. "Does anyone have anything they would like to say on yesterday's events?" Derrek asked.   
It was silent for a moment, and then Fox said, "Sir, I wish to ask for permission to send a search party after Bill Grey."   
Derrek sighed. "Permission denied, McCloud. It's too dangerous for us to risk lives for one pilot."   
"Sir, I will ask again, permission to send out a search team," Fox said.   
"McCloud, I have told you, permission denied!"   
"I have to go after my friend, I'm not leaving him!"   
"The Cornerian Military would never stand for such a mission!"   
"Then the military doesn't have to," Fox replied. "I hereby resign from the military, and as of tomorrow I will be searching for Bill Grey," Fox said, as he stood up and headed towards the door.   
"If you walk out that door, you will not be offered a position in the military again!" Derrek shouted.   
"Then so be it," Fox said, closing the door behind him.   
vIt was silent for a moment, and then Falco stood up. "I'm with Fox!"   
"Me too!" Fara cried out.   
"Then feel free to leave! We can't have corrupted minds in the military anyway!" Derrek watched, fuming, as the young pilots walked out of the room.   
  
"Fox, wait up!" Falco called. Fox stopped in his tracks and turned, seeing his friends.   
"What are you guys doing here?"   
"Hey, you don't het to have all the fun, Fox," Fara told him. "We're with you."   
Fox smiled. "I knew I could count on you guys. I've got an idea; grab your stuff and meet me at the main entrance."   
"Will do, Fox," Falco replied.   
A few hours later, the three ex-cadets were on a bus.   
"So, where are we going?" Fara asked.   
"I figured we'd stop by Peppy's place. If we can get him to let us use the old Arwings, we could go look for Bill," Fox explained.   
"That still leaves one of us needing a ship," Falco stated.   
"I'm sure Slippy Toad can put something together for us."   
They arrived at Peppy's home, a small apartment in downtown Corneria. Fox walked up and knocked on the door.   
"Who is it?" a voice asked from inside.   
"The son of a friend," Fox replied.   
The door burst open. "Fox, it's you!" Peppy bent down and hugged the fox.   
"Hi Peppy," Fox said smiling.   
"I thought graduation wasn't for another week! Did I miss it?" Peppy asked.   
"Well, you see, that's the problem...none of us are actually in the academy anymore.   
"What? Why? And where's Bill?"   
Fox bit his lip to stop from crying. "Bill...Bill was captured."   
Peppy gasped. "Come sit down and explain this to me."   
Fox explained their situation to Peppy. "So what did you come here for, Fox?" Peppy asked.   
"We need 2 ships. I've got the Arwing you got me, but these two need something."   
"Well, I'll get Slippy to work on 3 ships, I've got the money," Peppy told him.   
"Really! Thanks a ton! But why 3 ships, I already have one," Fox asked.   
"You don't think I'm gonna sit here while Venom invades, do ya?" Peppy responded.   
"You wanna fly with us?" Fara said incredulously.   
"Of course! Give me 2 days and we'll have 4 new Arwings, ready to go."   
"All right, it's settled then," Fox said. "We'll get ready for the rescue if you can deal with the Arwings."   
"Sure, Fox," Peppy replied. "I'll get to it right away." _That kid is just like his father,_ Peppy thought. _Always in control._   
  
***   
"Everybody ready?" Fox asked as Fara, Falco, and Peppy boarded the Great Fox.   
"Yep, we're set," Falco replied.   
"All right then, let's get going!" Fox said anxiously. The Great Fox slowly lifted upward from the outskirts of Corneria, firing its rockets as it launched into space.   
_I'll find you, Bill,_ Fox thought, watching the planet grow smaller and smaller in the distance. _I'll find you or I'll die trying!_   
  
END OF PART 1 


	10. Part 2: Rebellion

  
  
  
  
**THREATENING SKIES - A Starfox Fan Fiction by Ryan Laughlin (a.k.a. Falco Fighter Pilot)**   
  
  
_Chapter 10_   
  
Bill awoke with a groan. _Where...where am I?_ he thought, confused. _I can't remember anything...I was flying in something, and something happened. Wait, I was the pilot, and I got attacked. And I couldn't get away, and Fox said..._   
Everything came flooding back to him. _I got shot down! But by whom, and where am I?_ He looked at the barren walls of his quarters and at the gently glowing steel bars in front of him. _Crap, I'm in a prison!_   
A chameleon walked up to the bars, taking out a long, thin key so as to turn off them off. He walked inside and smiled at Bill. Bill shivered. There was something about that smile...something wrong.   
"Why, it seems that our little prisoner has awoken," said the chameleon.   
"Who are you and what do you want with me?" Bill demanded.   
"I am Leon Powalski, pilot, torturer, and your worst nightmare. You have become Corneria's first prisoner of war," he said, smiling evilly.   
Bill groaned inwardly. _orturer? Oh, this doesn't look good._ "Get on with it, Leon."   
"Very well. Most of my...subjects...would want to delay this as long as possible," he commented. "Unusual bravery. An excellent quality in a soldier. Too bad it won't do you any good here."   
_He's all talk,_ Bill thought. _At least, I sure as hell hope he is._   
"And now, on to business. Shall we begin with a shock phaser?" asked Leon.   
Bill groaned. Leon laughed. "Aha, I see you recognize the name. How about we start on...oh, I don't know...level 3." Turning a dial on the handle of the device, Leon powered up the weapon. "Now let's see...know any...oh, I don't know, useful military information?"   
Bill cried out as the electrical current hit his body. "No, dammit, and I wouldn't tell you any if I did know," he managed to spit out between gritted teeth.   
"Oh, resistant, are we? Well, let's turn this up a bit." Spinning the dial even farther along the scale, Leon set it to level 5. "Now, once again, do you know any secrets?"   
Bill screamed in pain for a few seconds as he was shocked, but managed to say, "None!"   
Leon looked at him strangely. "You know, being cooperative would help both of us."   
Bill spat in his eye. "I'd never do anything that would help you!"   
Leon furiously wiped the spit off of his face. "So that's how it is. Try this on for size, then!"   
Bill's screams echoed around the surrounding chambers. "Tell me everything you know about Fox McCloud!" Leon shouted.   
"NEVER!" Bill yelled back, straining not to scream again as he felt the power increase.   
Surprised by the dog's resilience, Leon shut off the power and kicked Bill into the back of the room. "We'll see if you feel the same after a few days of starvation!" he yelled, walking down the hall away from the prison cell.   
Bill lay there on the ground for a few minutes, then tried to move. With extreme difficulty, he picked himself up and walked around the perimeter of his cell. _Ouch! he thought, wincing as he flexed his arm. __This is not going to be fun. Not at all._   
He walked over to a window hewn into the metal wall of the cell, looking into the next cell over. His eyes widened in shock.   
In the next room was a creature that at first glance appeared dead. Upon closer inspection, Bill saw that its chest was moving steadily, but it was so covered with scars, burns, and bruises that it was difficult to believe it possibly could've survived.   
The creature, curled in a ball, stirred as Bill watched. Slowly uncurling, it staggered upright. Painfully, it walked over towards the cell window. It lifted its head, looked at Bill, and nearly fell over backwards. "Bi...Bill?" it asked.   
Bill took a pace backwards in surprise.   
"It...it's you!"   
  
"Now approaching Katina."   
"Thanks Rob," Fox replied. "Anything on radar?"   
"No ships detected at 250 mile range. Extending to 500 miles," answered the robot.   
Fox frowned. _There hasn't been a sign of anything, and it's been a full week. What have they done with Bill? And why has it been so quiet?_   
Fox looked at the scene in the recreation room. Falco was playing checkers with Peppy, and Fara was reading something on a computer. Fox smiled as Falco cursed at losing yet another game.   
"I swear, you've got to be cheating!" Falco exclaimed.   
"It comes with practice, kid," Peppy replied.   
"Fox, look at this," Fara said while the two argued. Fox walked over. "According to this, the ship Wolf escaped in with Bill docked at a bay near Macbeth."   
"Fara, how many times do I have to tell you not to hack into the CDF files!" Fox exclaimed, annoyed.   
"Hey, it's useful stuff," Fara replied.   
Fox shook his head and sighed. "Anyway, where did the departing ships go after that?"   
"Well, I can't tell which ship he was on, but the majority of them were headed for Katina over the next 24 hours."   
"Well, then let's take a good look around. Rob, set course for an orbit of Katina."   
"Now adjusting flight path." The robot tapped a few buttons. "Flight path successfully adjusted."   
Fox looked out the window, sadly wondering where his friend could've been taken to.   
"Relax, Fox, we can't do anything until we find something," Fara said, reading his mind.   
Fox sighed and sat down next to her, picking up a magazine and trying to distract himself. "Oh, hell, I'm gonna go scout," he said after a few minutes with no success. "I have to let out some nervous energy somehow."   
Peppy glanced up at him. "All right, but be careful, Fox. Don't actually try to fight anything, and use stealth."   
"Will do Peppy."   
A few minutes later, a lone Arwing flew off in front of the Great Fox, in search of a friend... 


	11. Chapter 11

**THREATENING SKIES - A Starfox Fan Fiction by Ryan Laughlin (a.k.a. Falco Fighter Pilot)**   
  
  
_Chapter 11_   
  
Bill fell over backwards in shock, quickly getting back up. "B-but…but Fox said…h-he saw you…"   
The scarred, weakened fox walked closer to the window bars. "You can't believe everything you hear, Bill."   
"But I've even seen the vids! Your ship exploded on impact with-"   
"I survived the explosion on Venom, Bill, that's what most of these scars and burns are from. They found me in the desert and they've had me trapped here since then. It's a heck of a long story," he explained. "Wait…if you're here, than Fox-" he said worriedly.   
"Don't worry, I was the only one captured. Your son's fine, probably stuck on Corneria until he gets permission to go on a rescue mission."   
James McCloud frowned. "They'll never give him permission if it's just one prisoner."   
"But you're here too! And you're his dad!" Bill said pointedly.   
"They don't know that, Bill."   
"Oh. Yeah." Bill looked at the weakened red fox, still wondering if what he saw was really there. "I still can't believe you're here. How in Lylat could you have survived a crash and an explosion on Venom!"   
"When I landed, I managed to escape the Arwing by breaking the already weakened windshield and pulling myself out. By pulling myself out, I got these burns," James said, showing off the thick, black lines running across each paw. "There's another one even worse on my leg. Anyway, after dragging myself out, I tried to crawl away, but I was too weak and collapsed. Andross sent a lone ship to examine the wreckage, just to make sure I was dead, and they found me. I've been stuck here since."   
"Haven't you ever tried to escape?" Bill asked incredulously.   
"I'm still too weak. Maybe in another year or two, or with some help," he said, looking at Bill.   
"Hey, I wanna bust out of here just as much as you," said Bill. "Just not quite yet. For all we know, Fox is on his way as we speak."   
James frowned. "I wouldn't count on it, Bill."   
  
Fox spun in lazy circles, wondering how his friend must be doing. _I feel sorry for him,_ thought Fox. _I sure wouldn't want to fall into Andross's hands..._   
His vid screen buzzed into life with an image of Peppy. "How is it out there, Fox?" asked the hare.   
"All clear, Peppy." _I almost wish it wasn't. I need some action._   
"Good to hear it, Fox. Peppy out."   
Fox sighed and relaxed back into his seat. Slowly he let the Arwing drift through space as it circled Katina far below. _I wish this was all just a dream,_ thought Fox. _I wish there was some way to escape this reality._   
A beep startled him as his radar screen picked up a fleet of ships at close range. _What? That's no farther than a few miles! The long-range scanner should've picked those up minutes ago._   
Fox flew his ship in closer, hoping to snag a look at the squad, but there was nothing to be seen. _Hmm...this isn't good. What's going on?_   
Lasers came screeching out of nowhere as a squad of ships appeared from thin air. Fox looked, bewildered. _But how...ah. Cloaking devices._   
"Fox McCloud, do you surrender?" asked a squirrel in Venomian uniform, popping up on the vid screen. "If not, we shall be forced to engage you in battle."   
Fox tapped a few buttons to send a distress signal to the Great Fox. "Are you sure you want to risk your lives for one fox?"   
"You are not just a fox, Mr. McCloud, but a threat to Venom. Therefore, you must be disposed of. Do you surrender?"   
Fox noticed with satisfaction that an indicator light was now blinking rapidly. "I will not surrender to the likes of you and your scum!"   
The squirrel grew angry. "Then we must take you down. Surround him!"   
"Bring it on!" Fox said smiling. _That's not the strategy they should be using. They should get between me and the Great Fox. This way I've got less ships to break through._ Fox's paws tensed on the controls as he backed away.   
"NOW!"   
Fox spun rapidly to the side, firing shots. He watched with satisfaction as two of the ships fell towards the planet's surface. "Still wanna mess?" The squirrel growled in reply.   
The ships flew in suddenly, trapping the Arwing in a tight circle 2 planes thick. Fox made a mental note of the planes slowest to carry out the command, then fired at them, easily taking them down. He boosted out of the circle and U-turned back towards the Great Fox. The fighter ships quickly followed suit, opening fire on his engines. Fox cursed as the left engine gave out. _I've gotta get out of here, fast!_   
Fox continued back towards the Great Fox, anxiously watching his copilots grow closer on the monitor. He winced as the other engine sputtered and restarted again.   
Fara appeared on his vid screen. "Fox, get outta there!"   
"What do you think I'm trying to do!"   
"Get back, Fox, I'll cover you!"   
"What are you, crazy?" Fox yelled back. "You can't hold this place alone!"   
"I can try!" came back the retort. "And you certainly can't, not in your state!"   
"Fine! I'll try to clear out!"   
vFox swerved away from the melee, watching as another Arwing took his place and fought back the enemy fighters. He turned and watched the fight. _She's getting hit too hard!_ thought Fox. _I have to go back!_   
"Fox!" cried out Falco. "Get back to the Great Fox, you're too damaged to fight!"   
"Yeah, but Fara's gonna be taken out!"   
"Tell her to get out of there!"   
"She refuses!"   
Frustration flashed across Falco's face. "Then just clear out, man. We'll get there as soon as possible!"   
"That's not soon enough! She looks ready to fall any second!"   
"It's better to have one fall than two, Fox."   
"But...Fara!" Fox cried out as her Arwing spiraled downward towards the Katinan surface. "Fara, can you hear me!"   
"Fox! I can't seem to-"   
The transmission was cut off into silence as the ship plunged through the clouds to the barren world below. 


	12. Chapter 12

**THREATENING SKIES - A Starfox Fan Fiction by Ryan Laughlin (a.k.a. Falco Fighter Pilot or Owen O'Donnell)**   
  
  
_Chapter 12_   
  
"Fara!" Fox yelled in horror as the ship cut through the clouds. _How many times can this happen to me!_ thought Fox in despair. _Every time I turn around!_   
Another Arwing tore past him at Katina below. "Falco!" Fox yelled, choking back a sob. "It...it's too late by now!"   
"No..." the avian replied, eyes glistening. "No...it can't be! Fara!"   
The last Arwing tore upon the scene, helping clean up what was left of the Venomian squad. Peppy's face flashed on the vid screen, mournful. "I've seen this happen too many times," he said sadly. "First your father, Fox, and now this."   
Anger blazed wildly in Fox's eyes as tears rolled down his cheeks. "We have to try to find her!"   
"That's Venom controlled space, Fox," said Falco. "If she survives, Venom's got her."   
"Then we have two reasons to mount an attack on Venom!" he said fiercely. "Fara and Bill!" He broke into a series of sobs, unable to hold back.   
"Pilot is unable to safely control Arwing," said ROB. "Now setting to autopilot."   
Fox stared at the ground far beneath him, letting the spot slowly burn into his mind. _Why...why..._   
  
_What...where am I?_ thought Fara, sitting up slowly. _And how did I get here?_ After a moment's confusion, the memories came flooding back: the squad, the plane stall, the crash. _Oh great. I've got a good idea where I've gotten myself._   
"Ah, the stranger has awoken," said a young cat, smiling at the vixen's predicament. "Now what do we have here?"   
Fara stared at him, both repulsed and fascinated by the wide array of scars, cuts, and bruises tattooing his body. "Who are you?"   
He spat. "Name's Paco, though it's none of your business. If you haven't figured it out, you're in a Venomian ground prison on Katina. So just sit tight and we'll get you to the real prison within a few days."   
Fara stood up groggily and tried to survey her surroundings. She appeared to be in, as this 'Paco' had said, a prison facility, though it seemed rather low-tech. _This place wouldn't be so hard to break out of, would it?_   
Paco caught her eye. "Don't bother," the cat said calmly. "I don't need to be psychic to know you're thinking of bustin' out. Well don't even try or you'll regret it, trust me."   
Fara looked away, slightly taken aback by the feline's perceptive statement. _What's with this guy?_ she thought. She sat back, letting her mind wander. _ I wonder how the others are doing..._   
  
Fox slowly tore his head from the pillow at the head of his bunk, wiping aside the tears that still remained upon his face. Rising, he walked silently towards the rec room. Peppy and Falco were already there, waiting for him.   
"So what do we do?" asked Fox quietly to the two figures seated before him.   
"Well, we've really only got two choices," answered Peppy. "We can try to rescue Fara and Bill, or we can go back to Corneria, and I for one am not leaving until we get them back."   
"But how in Lylat are we supposed to do that?" asked Falco. "That's highly guarded ground, if I'm not mistaken, and we don't have anywhere near the forces to break through."   
"Then we won't break through," said Fox. "We'll have to sneak in."   
"But-"   
Fox held up a paw, stopping Falco. "I know there's high security. If she hadn't been captured, I could ask Fara could hack those files for us, and Bill would've been a great addition to break through what was left. But I guess for now we're just gonna have to rely on stealth. Maybe they can help us once we find them."   
Peppy shook his head, smiling. "The chances are slim, but I'm in. Anything to get Fara and Bill back."   
Two heads nodded slowly in silent agreement.   
  
***   
  
Three Arwings quickly flew from the hangar of the Great Fox, turning lazily towards the barren landscape below. The craft lined up in formation, with an empty spot at the rear of the pack. A spot that Fox soon hoped would be occupied once again.   
"You guys set?" asked Fox to his copilots. _Jeez, now that I'm actually doing something about this, I sure feel a hell of a lot better._   
"All clear here, Fox."   
"I'm fine. Let's get going already!"   
Fox smiled. "All right then. We're goin' through!"   
The Arwings veered sharply, plunging straight downwards into the mists of the Katinan atmosphere. Flames seemed to erupt suddenly from the fore of the craft, threatening at any second to rip the ship apart. Fox grimly fought the turbulence of entering the atmosphere, knowing one wrong move could end his life.   
The ships began to level out from their steep inclination, screaming over the ground below. It was dead silent, the ships leaving a swirling storm of dust behind them. "All right everybody, slow down!" yelled Fox, braking. Falco and Peppy quickly followed suit. Fox slowed to a hover, landing with a jolt as he cut the engines. _Ouch. That hurt._   
Fox leapt from the dormant vehicle as the windshield opened upwards, landing smoothly on the ground below. Falco spun gracefully, landing perfectly, while Peppy needed a bit of help. Fox tried to stop himself from laughing as the hare clumsily tumbled to the ground, head over heels. "You all right, Pep?"   
"I'm fine, Fox," the hare replied, annoyed.   
Fox turned, surveying the landscape. "So...anyone know where to start looking?" asked Falco.   
"I remember where Fara crashed from my view in the Arwing, and that's where I led us into the atmosphere, so she should be somewhere near," Fox explained. "That is, if she's still on Katina at all. Then maybe we can figure something out about Bill. Everybody all set?"   
Peppy replied, "Yep," while Falco just flashed his blaster in response. "Can we get on with it?" he asked anxiously. "Let's kick some tail and get out of here!"   
Fox smiled. "Will do. Let's get moving!" He turned and jogged off towards a large cliff looming the distance.   
Falco turned to Peppy. "Does he have any idea where he's going?"   
"Beats me. Well, he's the leader," Peppy said, jogging on after him.   
"Right behind ya, guys!"   
The trio moved onwards toward the unknown.   
  
James awoke with a start as the sound of heavy footsteps came to a halt next to his prison cell. He sat up curiously, gingerly holding his latest burn, and observed a hooded figure cloaked in scarlet red. An involuntary groan emanated from the vulpine's lips as a key turned in the electronic lock.   
"No...not again..."   
A claw reached up and threw the hood over the creature's head, revealing a pale, peach animal that could only be described as a 'thing.' The creature slowly crept towards the fox, withdrawing a small, gray device from its pocket. Upon seeing this James backed away frantically, knocking over a small lamp as he scurried towards the corner of the cell. It smiled mirthlessly, stretching to place the small piece of equipment on James' forehead.   
"No...no!"   
The fox's features twisted in untold agony as the object made contact, followed by a brilliant flash and a simple nothingness. The creature smiled and turned away to its other duties.   
James McCloud had ceased to be. 


	13. Chapter 13

**THREATENING SKIES - A Starfox Fan Fiction by Ryan Laughlin (a.k.a. Falco Fighter Pilot or Owen O'Donnell)**   
  
  
_Chapter 13_   
  
"James!" Bill cried out. _What the...where did they take him? I could've sworn he was in there a minute ago. What do they want with him?_ He turned to his own prison bars, watching the hairless stranger quickly walk away. Well if he's not with that...thing...then where is he? He sat down, utterly confused. _Well, if they took James away, it can't be good, can it? I think I better sit tight for a little while._   
  
"Fox, behind you!"   
He whirled, tripping the lizard while fist met forehead. It tottered for a moment, then fell. _One more down,_ thought Fox. "Thanks for the heads up, Lombardi! Let's get the rest of these punks!"   
Peppy took careful aim with his blaster, knocking a soldier off his feet as his blast connected. "One more!"   
"Make it two!" Falco cried out as another opponent slumped to the ground.   
The trio continued to cut their way through the pack of Venomian soldiers. Peppy had figured that if they could cut through, they could reach the settlement the soldiers had come from, and there they might find the prison. Doggedly the group fought on, but seemed to make no headway.   
"I can't keep this up much longer, Fox!" exclaimed Peppy. "I'm too old for this!" He dodged, barely avoiding a laser shot as it careened screaming by his head. "We need to get out of here!"   
"Keep going!" yelled Fox, wincing at the sight of another row of reinforcements approaching to bulk up the already one-sided resistance. "It's our only chance!"   
Falco struggled to stay upright after a blow to the chest from one of the unarmed soldiers. "He's right Fox, we gotta leave!"   
"Falco...I don't think we can."   
"Wha?" The avian turned and groaned as he saw that the pathway back towards the Arwings was now blocked by another group of soldiers.   
They had been surrounded.   
"So what do we do now!"   
"Fight to the death, I suppose. I'm only sorry that we couldn't rescue Fara and Bill."   
"Yeah, same here. Well...I guess it was good knowin' ya," said Falco.   
"At least we'll all get to see your father again, Fox," said Peppy.   
"All right then. Let's take a few Venomians down with us, what do you say?"   
Falco smiled. "Will do, Fox. Will do." The falcon lashed out at an unsuspecting lizard, his talons closing around the creature's throat, then threw it to the ground. All activity suddenly ceased as an audible gasp came from the group.   
"You kill leader!" one cried out. "Now we kill you!"   
The horde charged head-on, overwhelming the three. "Catch you on the other side!" Fox managed to yell out before getting hit, as the lizards began to attack. _So this is it,_ Fox thought. _This is the end..._   
An explosion rocked the ground, followed by an ear-splitting screech as a midnight black ship flew past the jumble. The lizards and the Starfox team were thrown into the air, landing forcefully on their backs. Fox groaned and looked up to see what was next.   
The black ship circled and landed neatly next to the plain. A large, middle-aged gray wolf leaped out, landing smoothly on his feet and jogging over with the help of a quarterstaff. Without a word he bent down and examined Fox's wounds for a moment, then asked, "Are you feeling alright?"   
Fox looked up at the wolf strangely. "Well, I don't think I'm gonna die, if that's what you mean." _Who is this guy, and what is he doing?_   
The wolf calmly replied, "Good. I'll check on your friends and get back to you. Sit tight!"   
He rose, turning to Falco, and the same exchange began. Fox noticed a lizard rising behind the stranger, preparing to take a shot with his blaster. He tried to call out, but was too weak. The lizard's finger tightened on the trigger.   
Suddenly the wolf reached back with the quarterstaff, slamming it into the lizard's wrist and catching the blaster as it spun through the air. He spun and took a clean shot through the heart of the creature, calmly watching it fall to make sure his work was done. He then turned back to a wide-eyed Falco.   
Fox simply stared. _Crap, that was smooth!_ he thought. _And the guy didn't even flinch. I've got the feeling that this wolf's seen plenty of death before._ He watched as the wolf now moved to Peppy, noticing with satisfaction that Falco had pulled himself to a sitting position. Fox did the same, flinching as a jolt of pain flew up his spine. _Ow! I wonder if I broke a rib or something._   
Peppy sat there, watching the stranger begin to attend to his wounds. _This one seems...interesting,_ he thought. He tried to use what little psychic power he had to sense into the wolf's mind, but encountered a solid wall blocking the way. _Very interesting..._   
The wolf looked at Peppy. "If you have questions, you should just ask me. I am Ty Higgaion, independent fighter of the Venomian forces. I saw you and your fellow pilots in trouble, so I decided to help out."   
"What was that, anyway?"   
"One of my modifications of the Nova Bomb. It's designed to release a shock wave to stun enemies."   
Peppy stood up slowly, brushing himself off. "Well, I thank you for that. I'm sure Fox and Falco will do the same."   
The wolf nodded. "I would expect them to, after that."   
As if on cue, Fox and Falco arrived. "Jeez, that was a smooth move you pulled on the lizard back there," Fox commented. "And I thought I was good!"   
The wolf shrugged. "Whatever. I've been fighting for years, so it's no natural talent, just practice."   
"It's still pretty damn impressive, uh...what was your name again?"   
"You have not heard it yet, though I have told Peppy here. I am Ty Higgaion. I oppose Venom, as do you, so you have nothing to fear, Falco," Ty stated, looking at him. Falco looked away. "Besides, if I wanted you dead I would kill you now, would I not?"   
"Well, we're very thankful for you saving our lives," said Fox. "Is there anything we can do in return?"   
"Don't worry about it, boy. I think I'll be spending a bit of time with you before moving on...it looks like you'll need my help," he commented.   
Peppy struggled upwards and cried out as he fell, holding his leg with his teeth clenched. Ty's paw shot out and caught the hare, helping him down. "Let me take a look at that." He bent down, feeling softly along Peppy's leg to find the problem. He stopped, closing his eyes, and a healing warmth spread through the leg. Peppy glanced up, surprised. _Very interesting..._   
_Just a little magic I picked up,_ replied another voice in his head. _Nothing special._   
Ty stood up, dusting off his already worn and tattered clothing. "We need to keep moving, or else we'll all be found. Are you two alright?" he asked to Fox and Falco.   
"Yep," Fox said. Falco just grunted.   
"Then let's get out of here. We can all take the Shadowchaser," he said. Fox looked at him, confused. "My ship."   
_So that's what that black ship's called,_ thought Fox. _That's one hell of a ship._   
_Thanks,_ said an answering voice. Fox looked up at Ty, startled. _Don't be worried,_ thought the wolf. _It's just me._   
Fox shook his head. "You heard the guy. Let's get going!"   
  
Nothing.   
James McCloud tried to look around, to see what hellish nightmare he would end up in this time.   
Nothing.   
He tried to sigh, and found he could not. He covered his face as the darkness became more constricting, but his hands did not exist.   
Nothing.   
He tried his senses desperately. No smell, no touch, no taste, no sound...no anything. Not even sight. What happened to me?!   
Nothing.   
The dark rushed in, binding him tighter, the world of black seeming to implode endlessly upon his tortured soul.   
Nothing. Nothing. And then...   
With a rush, the wandering mind and soul found a place, found a person, and James' cry of anguish at being ripped from his own body to another was lost into nothingness.   
He awoke. _What...what is this place? Where am I? Who am I?_   
He looked up from the newspaper he now held in his violently shaking paws. He heard himself saying, "Good morning, Vixy."   
A young vixen looked up from a coffee machine and smiled at him. "Good morning, James."   
_So...she's Vixy, and I...I'm James...James what?_   
"Vixy?"   
She looked at him. "What is it, dear?"   
James thought about how stupid a question like "What's my last name?" would sound. "Never mind."   
"Did you wait Fox up yet? He needs to get ready for preschool."   
_Fox?_ "No, I forgot," he said. "I'll go wake him up now."   
He stood up, walking around for a moment before finding the stairs. Somehow he knew which room this 'Fox' was in; the knowledge seemed like it was already in his head from somewhere. He peeked in the door.   
"Hey, Fox?"   
The kit looked up from the toy plane models he was playing with and ran to James. "Dad!" He looked up at him. "Do I have to get ready for preschool?"   
"You guessed it." _Sweet kid._   
The duo climbed back down the stairs. Vixy's eyes sparkled as she saw the young fox come through the doorway. "How's my favorite kit doing?"   
Fox laughed. "I'm your only kit, Mommy!" He sat down at the table. "Could I have some cereal?"   
"Sure, Fox, just a minute." She reached into the fridge, frowning as she realized there was no more milk. "I could've sworn we had milk yesterday. James, could you watch Fox for a minute while I go down to the store?"   
"Sure, honey." The words sounded strange on James's tongue. _This is my wife and I didn't even remember?_   
She walked out the door, grabbing the keys to the car as she left. James turned to Fox. "Are you...excited?"   
Fox smiled. "Yeah. I have to go to school if I want to be a pilot like you."   
_Pilot like me...I am a pilot, aren't I?_   
James looked at the calendar. May 24th, 5973. The words seemed to stand out in some way; they seemed so...important. Something was clawing at the back of his mind; there was something going on. He could hear the car engine start up in the driveway. _The car...the car!!_ he thought frantically. _I know who I am, and I know what this is! May 24th, the day that the car bomb..._ He faltered, then dashed for the door.   
"Vixy! STOP!"   
A huge blast of sound hit the fox as an explosion seemed to engulf the entire world. He flickered in and out of consciousness, barely feeling the burns now surrounding his body. _Vixy...no..._


	14. Chapter 14

**THREATENING SKIES - A Starfox Fan Fiction by Ryan Laughlin (a.k.a. Falco Fighter Pilot or Owen O'Donnell)**   
  
  
_Chapter 14_   
  
"Sir, should we bring him back now?   
An ape turned to face the scientist. "How long has it been?"   
"Well, the car bomb explosion is timed at 5 seconds ago...now it's 8..."   
"All right, bring him back!"   
A few buttons were pressed and a few commands were typed. The small, gray object in another room adjacent to the one occupied by the researchers began to glow an iridescent purple, colors shifting around the object as it ate the materials surrounding it, turning matter to energy, and using the energy to return matter. The soulless body of James McCloud reformed on the floor, sunken and lifeless.   
"Where is he?"   
"Any second now..."   
James' body skidded across the room, as if slammed with something. He shook his head, trying to clear it. _What...where am I now?_ He glanced upwards, and upon seeing Andross, looked back down.   
"So, how was this week's memory?"   
James stared at the floor, trying to fight the burning sensation in his eyes.   
"That painful, eh? Well then you won't be happy to hear that Bill Grey will be joining you in here sometime soon."   
The fox looked up, teeth bared. "Leave the kid out of this, you crazed fiend."   
Andross smiled. "You're in no position to tell me what to do, now are you?"   
"Just leave him out of it!"   
"I need more than one test subject, James."   
The fox sprung up. "Then why don't you use one of your own men? I can't take this much longer, Andross! I'm either going to die, or I'm going to break out of here, and if I can kill you in the process, I'll do it without hesitation!"   
"So I figured you would. But tell me, how do you propose to escape?"   
"Why should I tell you?"   
Andross grinned. "Because I'm the one with the time machine, and I can send you back in time at will. It's only mercy that keeps me from doing it daily."   
James lunged at the glass and was thrown backwards by the electrical shocks sent through his body. He stared fiercely at the ape. "Mercy! You call this mercy! This is worse than anything else you could do! If mercy is reliving the nightmares of my life, than give me death instead!"   
"Now I'm sure you don't mean that?"   
James sighed. "You're right, I don't. I will not die until you have died first, you ugly ape!"   
Andross turned away. "Lock him back in his cell. I'll deal with this impudence later." Guards approached the fox armed with blasters, but he calmly submitted, eyes boring into the retreating ape's back.   
"I will destroy you some day," he mumbled. A guard shoved him maliciously, and he sprawled out on the floor. He got back up painfully and continued to walk back to the cells.   
  
Bill started as the sound of heavy footsteps approached his cell. _Oh no, not again..._ Instead of cringing as Leon entered the cell, however, he watched as James was thrown back into his own cell. "James! What happened?"   
James shuddered, sighing deeply. "You don't want to know, Bill, you really don't."   
"What?" he exclaimed, getting up. "I need to now what you're going through, because I'm sure to face it too, soon."   
"You don't know how soon," James mumbled.   
"What?"   
"I said you don't know how soon," he repeated more loudly.   
"James," said Bill, "what have they done?"   
He sighed. "You've heard of time travel, correct?"   
"Yes, why?"   
"You see, I'm sort of a test subject for Andross' version of the machine, the Space Time Continuum Disruption Device," he explained. "He send me back to various points in my life...at least that's all he's done so far...and I always end up in my own body, but younger. Today..." He paused, forcing himself to stop the emotion he felt from entering his voice. "Today, I had to...to relive my wife's death."   
"What!" Bill exclaimed furiously. "That's so...so...inanimal!"   
James sighed, letting the tears drip from his face. "That's never stopped Andross before. He told me today that you're going to end up as his next test subject." Bill groaned. "I know, it's not exactly something to look forward to," James replied.   
"But how the heck does this time-travel thing work, anyway?" asked Bill. "I mean, Corneria's had people working on time travel for decades with no success or progress at all, right?"   
"I think it has something to do with mass and energy. You remember Yolinda's Law?"   
"I think so. Energy and mass are interchangeable, right?"   
"Basically. I think what happens is this device, a little gray box, is somehow able to destroy the time traveler's body and change it to energy. This energy is then used to open some kind of portal to a different time," he explained. "Since your body has been destroyed, when you're flung back in time, you automatically go to your own body, just younger. Then, when Andross wants you back, he converts the energy back to matter, in the form of your body. When the energy is used up, you...or your soul, anyway...realizes that is the right body and flings itself forward through time to the present. Did you get that?"   
"Kind of, but it's pretty damn strange."   
"Well, it's not as hard to believe once you've been sent back a few times," James said sadly.   
Bill shivered. "And they send you back to only painful memories? Oh great, now I'm really looking forward to this," he said sarcastically.   
James sat down and stared at the floor, his salty tears still running slowly down his cheeks. _If only there was some way to take Vixy back here with me..._   
  
"Hey, what's this?"   
Ty padded over, his steps echoing through the quiet hall. "That would be my science lab. Why, you want to take a peek?"   
"Sure."   
Fox and Ty entered the room. Fox immediately was hit by the amount of equipment in the room. "You've got all this stuff on a ship?"   
"Yeah, I can't help it," he replied. "I guess I'm still a scientist at heart."   
"Still?"   
Ty shook his head. "Forget I said that."   
Fox frowned. "O...k." He peered at a test tube, watching as the colors changed before his eyes. The burbling sound of boiling liquids echoed in his ears. He peered into a microscope. "Barandruk?" he said questioningly.   
Ty started, then spun around to look at Fox. "What?"   
"Barandruk. It says it on this microscope. 'Property of Barandruk Labs.'"   
Ty relaxed. "Yes, that's from a science lab called Barandruk. I used to know somebody there." His seemed to be remembering something as his eyes grew distant for a moment, then snapped back to reality. "It's not stolen," he said, looking Fox in the eye.   
"Oh." Fox replaced the microscope. _He read my mind again. That might get annoying after a while..._ "What's this stuff?"   
"That's...well...you promise not to reveal this?"   
Fox gave him a strange look. "Umm, I guess. Why?"   
"That's an experiment with khiva," Ty explained, watching Fox for a reaction.   
"Ki-what?"   
Ty sighed. "Khiva. It's...how do I explain this...you know about magic?"   
"You mean wands and spells and all that junk?" Fox asked. Ty winced.   
"It's not junk. I'm one of the few people who believes that science and khiva can and do coexist," he explained. "As strange as it sounds, that's an experiment with khiva. I'm naturally gifted with it; that's why I can talk to you psychically." _It's achieved through khiva,_ echoed a voice in Fox's mind. "These tests are being run with my own blood."   
Fox grimaced. "Ouch. So...what if I drank some? Not that I believe that stuff will so anything than make me sick."   
"I don't know if it would work, but it would probably grant you the basic uses of khiva for a short period. It's not worth risking though; it's still in the testing stages. You'd probably die."   
Fox looked at Ty, one eyebrow arched. "Don't blame for thinking this is all a bit weird."   
_I understand. You have no idea what it was like when I didn't realize I was speaking into people's minds._ Fox smiled.   
_You are definitely strange, Ty,_ he thought, wondering if the wolf would read his mind.   
_Thanks, Fox._ Ty smiled.   
The two entered the main bay, where they were met by an excited Peppy. "Fox, I think I know where Fara is! A large facility was just located on radar, so what else could it be on such a barren planet?"   
Fox smiled. "Then let's get there, fast!" 


	15. Chapter 15

**THREATENING SKIES - A Starfox Fan Fiction by Ryan Laughlin (a.k.a. Falco Fighter Pilot or Owen O'Donnell)**   
  
  
_Chapter 15_   
  
"Settin' down!"   
The gargantuan bulk of the Shadowchaser drifted slowly downwards, rockets firing to slow its descent. The ship hit the ground with a resounding thud as the rockets cut out.   
Ty leaped off of from the top of the ladder, landing smoothly. Falco, impatient for the others to finish climbing down, attempted to duplicate Ty's trick, the result being Falco flat on his face. Fox unsuccessfully tried to smother a laugh.   
"All right, enough with the antics," Fox said. "Peppy, how far off was that prison?"   
"It should be about a half-mile from here, Fox, though I'm surprised that I don't see any soldiers," Peppy answered.   
"Cloaking," Ty stated. "They've cloaked the prison, and they're not attacking because it would reveal their position."   
"Well, we already detected them on radar, so that tactic sure didn't work," Falco noted.   
"They can still launch a surprise attack while we can't see them, and the only reason we detected them in the first place is because I've enhanced my radar," Ty explained. "We were pretty lucky, all and all."   
"Whatever," Falco mumbled.   
"Standing here isn't gonna get us back Fara," Fox stated, "so let's get moving!" The quartet started to walk off towards the approximate location of the prison base.   
  
***   
  
Fox walked along, humming to himself. Where the heck is this place, anyway?   
We'll be there soon, Ty replied, not unlike a parent during a car trip. We're very close.   
Well, I just hope that we didn't lose the place because of the-   
Fox fell over backwards as he walked into an invisible wall. He rubbed his behind ruefully, then got back up.   
"I think I found it!"   
Ty spun to face beyond where Fox had collided. Something isn't right...something's wrong, he thought. He crouched, readying his staff.   
"Ty, wha-"   
Ty silenced him with a wave of his paw. He concentrated, mumbling a few words under his breath.   
"Shikan mysu dekiana, tilus dokay shino santakay..."   
Ty watched the world slow as he caught a quick glance of what was behind the wall. He narrowed his eyes, quickly moving to a defensive position in the slowed instant.   
"Get down!"   
Fox's ears rang as a barrage of laser shots flew past his head. Ty dove forwards, the shots reflecting off of his coat and gloves as he charged the barrier. He closed his eyes and mumbled a few more words, and the mirage collapsed, revealing a crowd of soldiers opening fire. The wolf gritted his teeth. "Everybody, down!" He leaped forwards, plowing into the ranks with his quarterstaff.   
"Ty!"   
Fox followed, a few blasts from his blaster downing as many soldiers. Heck, I couldn't miss with this many here, he thought. He spun, nailing another between the eyes on his way to Ty.   
Ty was leaving a trail of destruction, his eyes now ablaze with the heat of battle. The troops seemed to have figured out that the lasers were merely reflecting off of the wolf as he wreaked havoc. The wolf's face was one of utter concentration and a burning, uncontrolled fury as the quarterstaff flew left and right, downing the soldiers. Ty was a blur, streaming through the ranks.   
Fox did his best to keep up, no longer bothering to check behind him to see what the others were doing. He cried out as a stray laser burned his shoulder, dropping his blaster. Falco came to the rescue, laying out the weasel advancing on Fox as the vulpine bent down for his gun. Fox turned his attention back to the fighting and battled onward.   
Peppy held back behind the fighting, letting loose a shot now and then when there was no danger of hitting a friend. What in Lylat was I thinking when I joined this group? he thought. Falco smiled as he felt his fist connect, slamming a Venomian guard to the ground. He won't be getting up any time soon...   
Ty continued on in his circle of death, spotting the cat that could only be the commander. He changed his path, headed for the calm stranger. He closed slowly until he reached the fringes of the fray.   
"Stop!"   
The soldiers stopped, turning to their leader, the cat. A few exchanged confused glances, wondering what was going on.   
"I thought that I finished you," the cat snarled.   
Ty stared him straight in the eye, slowly regaining his usual calm composure. "And I thought you had more smarts than to turn to Venom."   
Fox approached cautiously. "Ty, do you know this guy?"   
Ty growled softly, stare unmoving. "You bet. Paco Sikandos, traitor to Corneria and traitor to my family."   
Family?   
Yes, Fox, family. I was a father, once.   
And I destroyed his family, once   
For a split second Fox thought he saw an unsatiable desire for vengeance upon Ty's face.   
"I propose a fair duel," said the cat. "One to the end, though means mundane or magical."   
"And I accept."   
Fox stood beside Ty. "I'm with you, Ty!" Falco and Peppy moved to follow, but Ty held up a paw.   
"No," he replied, turning to Fox. "This is my fight; my score to settle." Fox reluctantly backed away.   
"Fine, then. Continue," he said, noting a cave in the distance and turning away.   
Ty faced the cat. "10 years ago you ripped my world apart. Now please excuse me while I rip apart yours!"   
The cat smiled in reply. "Your move first, Ty."   
The wolf shook his fist, staff in paw. "Senyalamos!" Thunder sounded as a storm began to form at incredible speed overhead. A bolt of light snaked downwards from the heavens and struck the barren earth, leaving in its wake a ball of lightning. With a quick paw movement, Ty flung the ball at Paco, who quickly threw up a shield, where it bounced of harmlessly.   
"Child's play. Don't you have any better?"   
"I certainly do, but I didn't want to psyche you out first turn. That wouldn't be very sportswolflike."   
Paco's eyes narrowed. "My turn."   
He flung his paw outwards as a fallen tree branch came flying and thudded into his paw. He closed his eyes, concentrating, then snapped them open. The eerie blue-green glow now inhibiting them made Fox shiver.   
"Masuka telan!"   
A flaming axe appeared in thin air. Paco hurled it, watching with satisfaction as it circled its target. Ty mumbled another word, and an explosion of water doused the flames, leaving the axe. It came screaming downwards, but Ty maneuvered the quarterstaff and intercepted it in midair, reeling with the impact. He shook his head and mumbled another set of words as a dust storm formed and swirled around Paco.   
Fox began to quietly slide around the outside of the melee, watching to make sure he was not in danger of attack. The enemy soldiers seemed to be doing their part; not a paw moved throughout the bunch. Fox remembered the cave and moved towards it. _Almost there..._   
The cat spun and looked at Fox, sending a wave of fire intended for Ty at the vulpine. Fox dived out of the way as Ty's counterstrike slammed into Paco. Paco growled in anger.   
"Violation of the rules! Distraction tactics!"   
"I had nothing to do with that!"   
"Nonetheless!" he cried, psychokineticly throwing a pile of rocks at Ty. Unable to respond quickly enough, they smashed into the gray wolf, knocking him off of his feet. The wolf groaned, climbing slowly back to his feet. He looked at the cat. "I should call foul play for that, though since the damage is already done, I really can't."   
Paco quickly launched another round of stones, again colliding soundly with Ty. He fell harder this time, painfully pulling himself up with his quarterstaff.   
"And now, to end this!" cried the cat. Fox gasped in horror as a bolt of lightning came flying from the skies above, striking Ty directly in the chest.   
"Ty!" 


	16. Chapter 16

**THREATENING SKIES - A Starfox Fan Fiction by Ryan Laughlin (a.k.a. Falco Fighter Pilot or Owen O'Donnell)**   
  
  
_Chapter 16_   
  
Ty howled in intense pain as he was thrown backwards by the impact of the lightning. He skidded backwards, slamming into the steel wall of one of the buildings. He emitted a low groan, and then fainted.   
"No!" Fox came running, along with Falco and Peppy. All three were thrown backwards on contact with a force field.   
"Did you forget? This duel is to the finish," Paco said, smiling evilly. "And the wolf is not finished yet. I think I'm going to enjoy this..." He slowly approached the motionless form of Ty.   
_I've got to stop him! There must be some way, some how! Wait a minute...what was that he said about 'distraction tactics?'_   
Fox dashed for the cave he had seen earlier, hoping the cat would notice. Sure enough, he spun, detecting Fox's thoughts, and launched a ball of lightning. Fox leaped over it and continued running.   
_Do you really think you can reach that cave?_ echoed a voice in the depths of Fox's mind.   
Fox doubled his efforts as another ball, this time of fire, came screaming past his head. Almost there...   
Paco angrily threw a paw out towards the fox, and he felt himself being lifted. With a flick of the wrist, the cat hurled him to the opposite side of the settlement. A screech of pain as loud as Ty's ripped from the vulpine's throat as he collided with the hard, packed earth.   
  
Fara jumped up, startled as she heard the vulpine's cry. _That sounded like Fox! Something is going on, and if I'm bustin' out of here I might as well do it now..._ She backed up, then smashed into the steel door, smiling as she felt the rusty hinges give under the pressure. _Almost there..._   
  
Ty jerked in his unconscious state. _Something...something wrong...pain...Fox..._ He struggled slowly upwards, remembering where he was as he saw the cat.   
"So, have you not had enough yet?"   
"Tell me when you want to fall, Paco."   
He snorted. "Brave words for one with so little strength left." He carelessly launched another pile of rocks at Ty.   
Falco came diving in front of him, penetrating the force field Paco had forgotten to maintain, and took the rocks. He too collapsed to the ground. Ty stared. _I need to do something, fast!_   
Paco snarled. "I think I'll take care of the hare, first." He spun, hitting Peppy with a ball of lightning. "And now, to finish off you!"   
"Not so fast, you idiot. You left me out of the picture!"   
Fara leaped from the cave mouth, firing wildly at the cat. Paco snarled, launching a fireball. She dodged, running around the perimeter of the force field and coming to a halt between where Fox and Falco lay. "Try me on for size!"   
The cat came charging at her. Ty quickly moved to the opposite side of the battlefield, falling to his knees as a wave of pain racked his body.   
_It's now or never._   
Ty raised his head to the sky as he chanted a few words. Lightning struck his quarterstaff, sending him flying once again. He slowly got back up to his knees as Paco turned. "I shall dispose of you first, I suppose," said Paco.   
Ty took his staff in both paws, slowly lifting it from the ground as if it were of great weight. The wolf screamed in extreme pain and concentration, slamming the staff point first into the ground.   
"Khiva shenaru!"   
A trail of fire erupted from the point of the staff, tracing its way quickly across the dirt. The cat shrieked in anger as the trail spread and slowly began to widen, opening a crack into the center of Katina.   
"Misharot, rise!"   
Flames erupted in spurts as a giant creature came roaring from the depths of the planet. It screeched in anger, its hellish wings ablaze, then crashed down upon the cat Paco, the ground underneath him shattering as if glass as the creature returned to the depths. Paco went down with it.   
Fox awoke with a groan at the sound of an earsplitting screech from below. He opened his eyes, seeing the gray wolf on his knees, and everything came flying back. The wolf began to slip slowly towards the great rift, unconscious once more. Fox jumped up and ran for the wolf as he slipped towards the fiery chasm.   
Fox was knocked down as another shockwave sent Ty tumbling over the edge, into the abyss!   
  
Bill no longer awoke with the sound of heavy footsteps coming through the prison halls. He did not see the creature enter the prison cell. He did not see it pull out the time device. He did not see as the device made contact, awakening him as his soul went screaming through the depths of time.   
  
_Wha...where am I?_   
Bill opened his eyes, looking around. He was in a heavily forested area, with houses close by. A small stream bubbled a few meters away. This is..t.his is somehow familiar, like I've been here before. He looked up as a young fox came bounding up to him. A distinct white stripe on his forehead seemed to spark something in Bill's memory.   
"Why did you stop counting, Bill?"   
He looked around. Ah yes, I'm Bill, aren't I. "What was I counting for?"   
The fox gave Bill a strange look. "We're playing hide-and-seek. We have been for an hour."   
A squirrel sprung out of the shrubbery, coming up to him. "What happened, guys, I was having fun!"   
"Sorry." Hide-and-seek, I remember that. But I haven't played that for years, not since me and...some other kid... He looked up at the fox. "What's your name again?"   
"It's me, Fox! And that's Raoul, remember? You ok, Bill?"   
Fox...it sounds familiar...Fox McCloud! And Raoul too, Raoul Nishkan...but the last time we played hide-and-seek was years ago, right before the accident... The words of James flashed through his head.   
"He sends me back to various points in my life...I always end up in my own body, but younger."   
He jumped up. "I'm fine now, guys. Listen, you have to trust me. We have to get out of here as fast as you can!" Fox gave him a questioning look. "Just trust me! This is really important!"   
"But why are we-"   
An explosion shook the ground as a large oak tree seemed to shatter, the wood fragments flying in every direction. Fox cried out in pain as a shard imbedded itself in his thigh. Bill quickly tugged it out, Fox's sharp cry echoing loudly in his ears.   
"Run!"   
The trio ran for the houses as the forest seemingly collapsed behind them. Trees shattered and fell as enemy fighter jets screeched overhead, lasers ablaze.   
"What's going on!" yelled Raoul in a panic, stumbling over a tree root.   
"If I remember rightly, this was a Venomian attack on a place called Barandruk!" he called back.   
Remember? Raoul thought. Was? How can he remember it if it's happening now?   
Bill dashed for the houses up ahead, his heart pounding in his ears as the former tranquility of the forest evaporated instantly. A second set of fighter planes flew over the treetops, this time with the colors of Cornerian painted on the sides. There isn't long now… He tripped, skidding on the fallen leaves as he groaned. He slowly stood up, Fox watching anxiously to make sure he was all right.   
"You ok, Bill?"   
He started to answer, but then stopped. "Fox, where's Raoul!"   
Fox looked to each side, turning around as he realized his friend was no longer in sight. "We have to go back for him!"   
Bill shook his head. "Go back home, Fox, I'll find him."   
"But-"   
"Fox, listen to me. Get back to the neighborhood. I'm older; I should find Raoul."   
Fox stood torn with indecision for a moment, then turned on his heels and ran for the block in the distance. Bill ran in the opposite direction, gasping as another laser volley brought down a tree beside him, crashing at his feet. He forced himself to calm down and listen. Oh, where could he be!   
"Help!" sounded a faint voice in the distance.   
"Raoul! Hang on!"   
Bill skidded down a hill, rushing towards the source of the voice. This can't be happening to me, not again, he thought desperately. I have to change this, I have to!   
Raoul looked up as Bill came running, kneeling in front of him. "Bill, my ankle feels-"   
"I know, dislocated. Listen, we don't have much time, I'll try to carry you out of here!" Bill lifted the body, draping him over his back as he raced for the houses once again. He turned to avoid a tree, panting with exhaustion as weariness began to overcome him.   
"Bill, watch out!"   
The dog noticed the protruding tree branch a moment to late, tumbling to the ground as Raoul went flying off of his back. The young squirrel slid along the ground, coming to a stop underneath a tree. Bill's ears perked as the sound of an enemy fighter reached his ears. A laser shot screamed past his head, striking the tree Raoul lay under.   
"Raoul!"   
The tree seemed to shatter as Raoul squealed in fright. For a moment suspended in time, Bill saw a large tree branch fall heavily onto the squirrel's back as he blacked out. 


	17. Chapter 17

**THREATENING SKIES - A Starfox Fan Fiction by Ryan Laughlin (a.k.a. Falco Fighter Pilot or Owen O'Donnell)**   
  
  
_Chapter 17_   
  
Fox scrambled along the ground desperately. His paw shot out, just barely grabbing Ty by the sleeve. Fara rushed towards the duo. "Fox, hang on!"   
"I'm trying, but I can't hold him for long!"   
Fox gritted his teeth as his muscles strained under the weight of Ty, but he doggedly held on. A moment's lapse in concentration could mean the end. Fara reached down and also grabbed Ty by the arm, and the two began to slowly haul him out.   
Fox swooned as the wolf was pulled over the edge, falling to his knees. He shook his head, attempting to clear his mind, and concentrated on finishing bringing Ty safely over the edge. He fell limp as Ty's body was dragged back on to the ledge. He lay still, utterly exhausted at the events of the last few minutes.   
A few feet away, Peppy began to stir, followed shortly by Falco. Peppy quickly surveyed the damage in front of him. Smashed building walls, a serious rift in the ground, and two beasts unconscious side by side, not to mention a squad of fresh soldiers ready to fire on the small groups. The situation didn't look good. _We might have won the battle, but it looks like we're about to lose the war..._   
Falco sat dazed by one of the soldiers. He looked up, meeting the fellow bird's stern gaze, and sighed. _Out of the frying pan..._   
Fara felt more than saw the presence of the soldiers. She turned, looking for the animal most decorated, the one sure to be second in command. "So, what do you plan on doing to us now?"   
The horse met the gaze squarely, blowing his hair out of his face.   
"What do you think?"   
Fara pretended to ponder this for a moment. "Certainly not death?" she answered sarcastically.   
The horse continued to meet Fara's angry glare. "You're right, unfortunately."   
Murmurs ran through the assorted crowd. "But they're as good as dead!" one piped up. "Finish them!"   
The horse turned, searching the source of the comment. "They have won this battle. I for one will stick to my principles and hold fire. I assume the rest of you will do the same, correct?"   
A few of the squad members drew weapons. "I said cease fire!" the horse exclaimed angrily.   
"We're not listening to that, not with this kind of opportunity!" answered one cheetah, preparing his blaster.   
"You fire, you die by my shot!"   
The cheetah paused for a moment, then snarled, putting away the blaster. "Very well, but Andross will punish you for this, you fool!"   
The horse folded his arms stubbornly. "I stick to my principles. You may leave at will," he said, addressing the strangely assorted party. "You are under no threat for the next 15 minutes, but that is as long as I care to hold my men or myself back."   
"That may not be enough time."   
"That is my offer, take it or leave it."   
"We take it," gasped Fox, struggling to his feet. "Come on guys, let's get out of here! Who's got Ty?"   
"Just a second, Fox. I've got an idea," Fara said as she ran off towards the cave mouth.   
"Be quick!" yelled Peppy after her retreating figure.   
Fara ran inside, spotting her laptop on a desk. She snagged it, then scrounged among the flies strewn by it. _The other prison files have to be here somewhere, but where?_ Papers flew as she searched threw desk drawers, her eyes coming to a stop on a prison record. _Ah ha!_   
Fox put a paw to his head as Falco helped him up, watching dazedly as the world seemed to tilt. Nearby, Ty was beginning to stir as Peppy watched. He sat up groggily and shook his head, looking up at Peppy.   
"Well," said the hare. "That was interesting."   
The wolf's battered state barely showed through his calm face. "I will explain this to you all later. Right now we should get out of here before this 15 minutes is up."   
Falco looked at the wolf. _How did he know that? Oh yeah, the mind-reading thing. That's annoying..._   
"By the way, where's Fara?"   
"She ran inside the cave looking for something. She said she'd be right out, but she doesn't have much-"   
Fara nearly collided with the hare as she sprinted from the cave entrance. "All right, let's get out of here!"   
Fox and Ty hobbled along as best as they could after the rest of the group as they headed back towards the Shadowchaser.   
  
***   
  
"Ty?"   
The wolf turned. "Yes, Fox?"   
"What was all of that about...you know...your-"   
"My family?" the wolf finished, sighing. "Paco? I suppose you all should know...go get your comrades. I'll be waiting here."   
Ty watched as the fox ran off through the halls. _How will they understand my past...how can I explain myself to them?_ He sat down and pulled out a picture concealed underneath one of the control panels in the room, gazing at it longingly. _Sarah...Matt..._   
Fox entered the room, followed shortly by Fara, Falco, and Peppy. The quartet sat down on the two couches, the cushions gently sagging.   
"I'm sure you all want an explanation for yesterday." Four heads nodded in unison. Ty sighed. "What do you want to know?"   
"What...what happened to your family?"   
Ty winced. "It...it's a long, painful story, but here goes...   
"Many years ago, I was a normal child, not one thing about me unordinary. Bright, my teachers called me, charming, a well-rounded young wolf. I was happy. But when I discovered this gift of this...this khiva...I didn't know...no, I still don't know whether it is a blessing or a curse. I can use my power to help others, but this power is what separates me from others. I became a reject. My own family turned from me. This...this made me run away when I was in my early teens." Fox started to speak, but was silenced by an outstretched paw. "I don't care to explain myself any further in that aspect. I will, however, tell you about the family me and..." A tear slowly traced it's way down Ty's cheek. "That me and Sarah started.   
"Sarah was the only one not repulsed by me in my hometown after my gift awoke. She was the only one who went with me through it all, and when I ran away, she left with me, an orphan as it was with nothing left to stay for. She and I eventually had a single son, Matt, who we adored. At the time, I couldn't have asked for more. I still remember those days so well...   
"I was a scientist at an institution known as Barandruk for many years, conducting experiments in biotechnology, when khiva was discovered in one of the scientists I worked with. Since this was an unknown thing in science, and I had concealed my gift, he was immediately set up with his own project exploring khiva, and seizing the chance I volunteered to help. That scientist was none other than Paco Sikandos. We conducted experiments on how this power was awoken in him, but not others, since he was the only known case. It was not revealed to the public that he had any sort of power, however; the labs kept a tight watch on that. Many months later, he did not discover for some time that I also had these powers, and later I believe he thought that I was more powerful and grew jealous. I thought nothing of it when he took the day off after a fight broke out between us, just that he needed time to calm down.   
"Later that day, a squad of Venomian fighters attacked the base, with the exact weapon choices needed to penetrate the base to the core. The losses were devastating to the outside barriers, and they slowly moved towards the reactor core in the center of our structure. My..." A long, shuddering sigh came from the wolf as he bit his lip, closing his eyes to stop the flow of tears. "My family...my wife, Sarah, and my son, Matt...were both killed in the explosions triggered when the core was hit. It was later discovered that Paco had switched sides and given Venom the information they needed to bypass the base securities. I barely survived the ordeal, and once I had recovered on my own I decided I could not return to life as I had once known it. So, I started anew amongst the stars, and now I've met up with you. I do not think I can go into any more detail than that. This alone is almost too much to stand."   
"We understand, Ty," said Fara. "I'm sorry."   
"Is there anything we can do?" Fox asked quietly.   
Ty picked up the photo of his family, his own images of the past spinning through his head. "I just need some time to cope with this," Ty slowly replied. A single teardrop slipped silently to the ground. "Leave me with my thoughts, for just a little while." The wolf replaced the photo underneath the panel as the Starfox team dispersed in the awkward silence. 


	18. Chapter 18

**THREATENING SKIES - A Starfox Fan Fiction by Ryan Laughlin (a.k.a. Falco Fighter Pilot or Owen O'Donnell)**   
  
  
_Chapter 18_   
  
Thoughts flew swiftly through Bill's head as he was dragged bodily through the prison halls, cheeks still damp from the now stifled flow of tears. He barely noticed the pain of his skinned knees as he was tossed into his cell. He lay still for a while, still trying to control the emotions he felt. He peered upwards as he heard the rustle that was James raising upwards.   
"So...where did they take you?"   
Bill looked up, his face a mask of absolute torment. "You..." he started, stopping to attempt to control his wildly wavering voice. "You remember Raoul?"   
"Raoul?" he said, thinking. "Raoul...Raoul..." His eyes widened, gaze growing distant as memory dawned upon him. "Nishkan? The squirrel?"   
Bill nodded silently, biting his tongue to the point where it bled. "You remember Barandruk?" he asked hoarsely.   
The fox gasped, a look of remembrance on his face, though later Bill would swear he saw a flash of guilt first. "How...how could I forget? I remember...I remember him now." He glanced solemnly at the husky. "I remember...remember finding you, unconscious by him...and he-"   
"He died," Bill finished, choking back a sob. "He died the next day in the hospital. And it was my fault."   
"No it wasn't, Bill-"   
"Yes it was," he replied fiercely. "They were my responsibility; I was watching them, and I let one of them die. Die!"   
"Bill..."   
"Do you know I used to have nightmares, about Raoul? The same scene, a hundred, a thousand times! And every time the same ending. Every-"   
"Bill!"   
"Every time!" he screamed, hurling himself at the bars separating the two rooms. "Every time. Every...every time..." he repeated, sinking to the floor.   
"Bill, you're too young for this. You never should've had to go through this." The fox shuffled awkwardly in the adjacent cell. "No one should. Remember, I've been there too, and what you're feeling is exactly what they want you to feel. Calm down, Bill."   
The husky lay silent, reflecting on his painful experience as a single teardrop traced its way down his face, dampening his fur. "I know, James, it's just...you know..."   
"I understand, Bill. Just stay there for a while. You'll get over it, soon enough."   
Bill didn't answer, lying on the cold stone floor.   
  
"Fox, I need to talk to you."   
Fox turned lazily in his seat. "What is it?" he asked, a hint of exhaustion in his voice.   
"I know where Bill is."   
Fox jumped upright, clutching Fara's shoulders tightly. "You do? Where, where?!"   
Fara pushed the fox away. "Calm down, Fox. I found his prison record when I was looking through the files that I grabbed back at that base. He's under high security in a ship orbiting the planet called the U.S.S. Firefly."   
"Well then let's get going! Where's the ship in orbit, exactly?"   
"I'm not sure, but it's got to be somewhere along this flight pattern," she said, handing over a slightly crumpled sheet of paper. "Show it to Ty; he can find the ship with that."   
The vulpine dashed for the doors, toppling a chair on his way. "Oh, and Fox?"   
He turned. "Yeah?"   
"Don't forget that Ty isn't in the best of moods right now. Be gentle with him."   
"Oh, right..."   
  
Ty looked up as a crack in the door slowly opened, Fox's face poking cautiously inside. "Ty?"   
"Yes, Fox?"   
The fox couldn't help but smile. "We figured out where Bill is. Can you get us there?"   
"Great..." the wolf replied hollowly, eyes still distant. He shook his head. "Where, exactly, is the ship?"   
"Here," he replied, handing over the sky chart. "Fara figured out the orbit pattern, so they're bound to be somewhere on this path.   
The wolf peered at the map closely. _Yep, they're on that line, all right._ "So...should we go stealth, or what? Remember, it never helps to just rush into something."   
Fox winced. "Actually, I don't have a plan yet. Hmm...maybe cloak, then board, or something like that?"   
"Normally I'd refuse to go until a more concrete plan was set, but I guess that'll do." He punched a few commands into the onboard computer, the ship casually turning to account for the flight pattern adjustments. "Tell the others to strap down; we're gonna have to go up into orbit in a minute or so."   
"All right," the fox replied. He moved towards the door. "Uh...Ty?" he asked, pausing.   
"Yes?"   
"You...you will be all right, won't you? I mean, I understand it'll take some time, but-"   
"Yes, Fox, I will recover. I guess...I guess I just have to accept that they're both gone."   
"You know I'm always here to back you up and help you out, right? I mean, I had the same problem, in a different way."   
The wolf smiled slightly. "Thanks, Fox."   
"No problem."   
The fox wandered slowly through the halls, reflecting. The walls seemed to stretch outwards as he put a paw to his head. _Still not fully over that thrashing, I suppose..._ He ran a paw along the smooth steel walls, coming to a stop as he felt a slight indentation. He pushed, a compartment opening to reveal a shattered pair of midnight black shades. Fox quickly turned, shoving the contents roughly back into the wall. _I...I guess I'm not totally over the death of my family, either..._   
  
***   
  
"Sir, an enemy ship is approaching from 7:00."   
The ferret stirred, glancing at the computer screen. "Time until arrival?"   
"15 minutes. Should I contact the boss?"   
He snorted. "Nah, they're too small to pose any threat. Keep tabs on 'em, though, just to be safe. You never know."   
"Looks like they just changed direction anyway. Never mind."   
  
"They have to have spotted us!" Fara exclaimed.   
"That was the idea," replied Ty, annoyed. "They'd probably consider us too small to pose a threat. Now all we have to do is get out of radar range, cloak, and come in again."   
"But what if we don't get far enough away? They'll go after us after seeing us cloak."   
"Well," said Ty, "If we're not far enough away, we're all as good as dead."   
"Ty!"   
But the wolf was not to be reckoned with. As the prison ship fell off the edge of the radar screen, he reached for the laptop, typing in a few commands as an external camera view showed the ship disappear. "Now we just change direction..." The ship lurched forwards. "And we're on our way." He turned to the fox standing anxiously beside him. "So, you have any sort of attack plan?"   
"Well, sort of. Ty, you come in with Falco and me. Fara, we need you to find a computer and hack the security; Peppy, we need you to hang back with the ship. Once we're in, we can split up and look for Bill. You think that would work?"   
"Well, it's a long shot, but so is everything else we've done so far. Sounds good, except I don't know what your friend looks like."   
The four pilots exchanged glances. "Ah...I don't think any of us have a picture..."   
"Just think of him. I can probe your minds, you know."   
Fox pictured the husky's face on the old Defender's vid screen, the day before the reactions trial. _Back before...all of this..._   
Ty glanced up at the fox. "That's enough, Fox, you don't need to do any more."   
"Thanks, Ty." He joined Falco at a window, glancing at the vague hulk in the distance. "We're almost there, guys," he commented. "You ready?"   
"We're all ready, Fox," Peppy answered.   
"Ty, you sure you want to go through with us?"   
"I'm sure, Fox," he replied. _Your father would've wanted me to._   
Fox visibly started. "Did...did someone just say something?"   
"No, no one said anything," Falco said, puzzled. "Why?"   
"Oh...no reason. Ty, you think something to me?"   
"No." _Not to you, anyway,_ he thought to himself.   
Fox glanced at the wolf again, perplexed, then shook his head. "Onwards to the Firefly!"   
  
END OF PART 2 


	19. Part 3: Rebirth

**THREATENING SKIES - A Starfox Fan Fiction by Ryan Laughlin (a.k.a. Falco Fighter Pilot or Owen O'Donnell)**   
  
  
_Chapter 19_   
  
Fox rummaged through the assorted heap on the floor of the room designated as his own, smiling slightly as he grasped the icy metal of his blaster. Finding its matching holster, he rose, expertly slipping the belt through the worn loops around his waist. _Kind of sad that I'm so used to this at this age..._   
Nearby, Ty was practicing with his quarterstaff; Falco could be found warming up with some karate, Fara was holding target practice, and Peppy was planning further the attack. Ty broke off suddenly, punching a few words into the keypad on the wall.   
"All units report to the main hall."   
They all arrived around the same time. Ty sensed the eyes on his back as he faced out the window, looking out towards the great mechanical hulk in front of them. He turned. "Fara, we need you to break down the dock's security before we can get in. As soon as possible."   
"I'll get started on it right away. How much longer do I have to arrival, at best?"   
"About 15 minutes, don't count on any more. Peppy, you now how to use all of this equipment, am I correct?"   
"I believe I know how, yes."   
"If worst came to worst, could you get us out of here as fast as possible?"   
"Hopefully; I should."   
"Fox and Falco, you two armed?"   
They both quickly flashed their blasters.   
"All right then. I'm set, and all of you are, so let's get ready to board!"   
Fox waited nervously at the door as he watched the doors of the docking bay slowly lifting. He took out his blaster, nervously tossing it into the air and catching it, all with one hand. As he walked by Ty snatched it out of the air and slung it back into the fox's belt. "Not the smartest idea, Fox."   
The fox started. "Huh? Oh..I didn't even realize I was-"   
"Not a problem, Fox, just don't do it again. I know you've got a lot on your mind."   
I certainly do.   
"The gates are open!" yelled Fara, her cry echoing through the hall. "We've got about half a minute to arrival!"   
Falco paced the length of the hall, his footsteps echoing in the tense silence. Ty took his staff from where he had left it leaning on the wall.   
"Ten seconds, people!"   
Fox stumbled as the craft slowed and came to an abrupt halt, falling into position with the Venomian craft. Ty glanced at Fox.   
"You ready?"   
"I'm ready," came back the determined reply. He slapped the door panel, watching as it opened. A patrolling guard turned.   
"Hey, where did you come fro-" he managed to ask before being permanently silenced by Falco. Falco slipped the gun back into its holster, but Ty put a paw on his.   
"I'd keep that out from now on. You're going to need it constantly."   
Falco frowned. "All right then. It really is a pity to have to spill so much blood, albeit Venomian."   
"This from Falco?" said Fox skeptically.   
"Hey, life isn't exactly a thing to be wasted."   
Fox arched an eyebrow. "You're sounding philosophical, Falco."   
"Well maybe I'm in a philosophical mood."   
"Enough!" whispered Ty urgently. "If you haven't noticed, we're in a life and death situation here!" The two fell silent under Ty's stern glare. "Now, any idea where to look, Fox?"   
"Well, they don't want prisoners to escape, so they're most likely to keep them towards the middle of the station, right?"   
Ty nodded. "Makes sense to me. I'd talk to Bill," he said, gesturing to his head, "but I haven't met him, so I can't."   
"Damn. Too bad one of us can't," commented Falco. Ty and Fox exchanged glances.   
_You might be able to, Fox. You picked up my thoughts._   
_I knew I heard something! But that had to be a fluke._   
_Fox..._   
_I can't do it, Ty!_   
"Yeah," Ty said to Falco. "Too bad. Now let's get going before they figure out something's up."   
A soldier walked in, whistling as he tossed his keys into the air. He didn't catch them.   
Fox bent over the body, finding what appeared to be some sort of card. "Hey, this might be useful."   
Ty examined it. "Looks like a pass card. Nice work, Fox."   
Fox walked over to a door, slipping the card into a slot beside the door. A small ping followed, and then the door opened. Fox glanced back. "Well, this way is as good as any to begin."   
He padded off down the hall as Ty and Falco quickly followed.   
  
***   
  
"I think we've been here before, Fox."   
"Falco, every one of the halls looks the same!"   
"So then how are we supposed to find our way back?" Ty asked.   
Fox didn't reply.   
"Oh great, you don't have an escape plan?" hissed Falco. "Why don't you just shoot us and save the trouble of running around so much."   
"Guys, just trust me on this one, ok?"   
Falco shook his head. "Fine..."   
"Let's try left."   
They turned left down the hallway, diving into an empty room as an official walked by. After a minute they dared to come back out. Following the hall further, they found a dead end.   
Fox thought. "This isn't working. Why don't we split up, so we can cover more ground? We'll find each other easily enough; the one all the guards are chasing."   
Falco rolled his eyes. "Comforting thought, Fox. Yeah, I'll do it."   
"Sounds good to me."   
"Falco, you take the right. I'll go with you and we'll split at some intersection. Ty takes in front of us. Deal?"   
"Deal."   
  
Wolf walked briskly through the hall, his footsteps echoing as if to announce his presence to the world. Guards, stiff and alert, saluted at every turn. The wolf smiled. _It's nice to be respected for a change..._   
"Mr. O'Donnell, you should see this."   
He ducked his head inside the door. "What is it?"   
"There's someone unauthorized in the station. Should I send out an alert?"   
"How many people?"   
"It looks to be two or maybe three."   
Wolf shook his head. "Leave it. I'll take care of them," he said, pulling out his twin laser pistols. He quickly glanced at the security monitor and ran off towards the point of the threat.   
  
Falco glanced around warily as they walked through the halls. "Fox, they've got to know we're in here. We haven't seen any resistance and it's been almost an hour!"   
"Maybe we just got lucky."   
"And maybe they're just playing with us!"   
Fox shook his head wearily. "We should split up now, Falco, here's an intersection. You take the left, I'll take the right."   
"Ok."   
_Hope he'll be all right,_ thought Fox as he walked off in the opposite direction. _He better not-_   
Footsteps.   
Fox dove behind a door, peering out as a short beagle passed by. _Phew, that was close,_ he thought, stepping back outside.   
Directly into Wolf O'Donnell! 


	20. Chapter 20

**THREATENING SKIES - A Starfox Fan Fiction by Ryan Laughlin (a.k.a. Falco Fighter Pilot or Owen O'Donnell)**   
  
  
_Chapter 20_   
  
Fox gasped as he was knocked downwards, slamming brutally into the metallic floor as his comlink went skidding down the hall. He groaned, looking upwards at the barrel of a gun.   
"Well, if it isn't my old enemy, Fox McCloud. That was easy enough."   
Fox growled softly, not yet daring to move. "You caught me by surprise, O'Donnell. A smart move, I'm forced to admit."   
The wolf smiled evilly, tapping a few buttons on a wall-mounted keypad. "Glad to hear it. Now I'm sure you aren't here alone. Where are your buddies?"   
"I don't know," Fox replied, climbing to his knees. "You're the one with access to the security system; you tell me."   
Fox winced as he felt the cold metal of Wolf's blaster slam viciously into his back. "Don't fool around with me, McCloud," he growled. "All it'll end up in is death. Where are the others!"   
"I don't know, dammit, we split up!" Fox cried out.   
"Interesting. Well, with you as bait they're sure to show up soon enough," he said offhandedly, guards nearing behind him.   
Fox sighed in frustration. "O'Donnell, as much as you hated me and the academy, I still don't see how that was enough to turn to Venom and betray your home."   
The wolf faltered for a moment, and then maliciously threw Fox into the ground. "Don't you talk about 'home.'" he said, growling. "I have no home." He glanced away for a moment as more guards began to arrive. He gestured to one of them. "Take him away, but make sure not to lock him up near the others."   
The leopard reached down and lifted Fox bodily from the ground, walking away with him draped over his back as another guard kept his blaster trained on the fox's head. Fox sighed. _Look before you leap..._   
  
Falco cautiously glanced into a room, noting the position of the guard. He backed out for a moment, then dashed inside, firing a single shot to the head. The guard slumped over the keyboard, head crashing into the security computer and shattering the monitor. Falco winced as sparks flew. _Ugh, fried chicken._   
He walked inside, looking around for anything that might help. _Well, I might as well take the guy's uniform...a bit easier to get around._ He quickly put on the suit on, then glanced around for anything else of interest. A glint of metal caught his eye.   
_Dammit, that's Fox's comlink!_ He pounded his fist angrily on the desk. _They've got him! I gotta tell Ty._ He flipped a switch on his own comlink. "Ty?"   
"What?" came the reply through the static.   
"They've got Fox."   
Across the line, Ty could be heard cursing. "Any idea where?"   
"Well, they're sure not to lock him up near Bill...hey, what's this?" he commented, picking up a security chart left carelessly out on the desk. "Bingo!" he exclaimed. "Head left from where we left the ship; it'll lead you to one of the prisons. I'll take the opposite side; that's where the other prison cells are."   
"All right, then. Good luck."   
"Same to you," he replied, switching off his headset. _We certainly need it._   
  
Fox felt more than saw the dank cell he was thrown into; it was almost completely dark. The light outside flickered in and out of existence as he glanced out towards the vague shape approaching him. It smiled.   
"Another one for death row."   
Fox winced. _Death row. Great..._   
"Hey, kid," said a smooth, female voice.   
Fox squinted towards the source of the comment, just now noticing the small barred window centered in the wall. He walked over. "Yeah?" he responded tentatively, unable to see.   
"What're ya in here for?"   
He sighed. "Attempted rescue. I wasn't looking and ran into Wolf O'Donnell. Literally. And you?"   
"I was captured while trying to defend Titania from an attack a few months back. The bastatrds didn't spare anything," she spat out bitterly. "Everything in sight of my old home was wiped out."   
Fox winced. "I feel for ya. My world's been wiped too...not physically, but mentally, yeah."   
"Hrm." The prisoner seemed to be thinking. "You didn't enter alone, did you?"   
"No, of course not." He noticed the prison guard looking upwards in his peripheral vision. "I'll keep it there; don't want the guard hearing."   
"Of course not, kid. By the way, what's your name?"   
"Fox McCloud. You?" He caught a glimpse of pink fur.   
"Katt Monroe."   
  
Ty walked calmly through the halls, saluting to the passing officials as he wound his way closer to the prison cells. He too had now picked up a new change of clothes, the dull military uniform of Venom. _Sure as hell makes gettin' around a lot easier, though,_ thought the wolf. He saluted as yet another highly decorated official briskly passed. _You'd expect a place like this to have a higher level of security,_ he thought. _At least a check on me, considering I'm walking through the halls armed with a staff..._   
He continued to move towards the prison cells, putting on a front of duty. _I wonder how long we've got until they find the Shadowchaser..._   
  
The barrel of a gun was all that was visible of Fara as she lay in wait for any other guards. She sighed as another Venomian fell to a laser volley. _How long is it going to take them to realize something's up? It's almost sad how easily they just die,_ she thought to herself. "Hey Peppy, how are we doing?"   
The hare turned from the control panels. "Well, everything seems fine here."   
"You should check in with the others."   
"Good idea." He punched a few commands into the keyboard. "Hey, how you guys doing?"   
"Not so good," came back Falco's urgent whisper. "Fox is out already."   
"Dead?!"   
"No, captured," came Ty's reply. "We have located the two prisons, though; each one of us is checking one out. We'll contact you if we find anything."   
"All right then. Peppy out."   
Fara glanced over. "Any news?"   
"Good and bad. They've located the prison cells but Fox was captured somewhere in the process."   
The vixen cursed in frustration. "Damn. Hey Peppy, can you take the attack position for a bit? I need a break."   
"Sure," he answered, climbing out of his seat.   
"Thanks. I want to warm up for breaking codes; I'm sure I'll need to sooner or later," she explained. She took his place, the chair squeaking in protest as she spun to grab the laptop. _Now let's get down to work,_ she thought, cracking her knuckles. 


	21. Chapter 21

**THREATENING SKIES - A Starfox Fan Fiction by Ryan Laughlin (a.k.a. Falco Fighter Pilot or Owen O'Donnell)**   
  
  
_Chapter 21_   
  
"I've been in here for a few months," Katt explained, moving closer to the window bars and into what dim light there was. "I've been fighting Venom for the past year or so, even though I'm only 17."   
"Hey, I'm a year younger and I'm coordinating a rescue attempt for a prisoner of war, right?" Fox told her. "Young soldiers aren't so strange anymore."   
The pink-furred cat sighed. "Yeah. It's sad, really, once you start to think about it."   
"Hey, have you ever seen a husky in the prisons? About yea high, brown fur?" asked Fox, gesturing. "He's the one I went in after."   
"Can't say I have," the cat replied, frowning. "The prisons are split into two parts on opposite sides of the station, though, so he's probably over at Beta." Fox looked at her, uncomprehending. "This is Alpha Prison and the other is Beta Prison," she explained. "They correspond to the sides of the ship, also Alpha and Beta, respectively."   
"Oh."   
"Your chances of ever getting over there are pretty slim, though, I must say, even with allies. Speaking of which, you have any way to contact them?"   
"No, my headset fell off when I ran into O'Donnell." Fox said. His eyes widened in realization, followed by a sigh of frustration.   
"What?"   
"That was the last thing I had that belonged to my father, Ja-"   
"James McCloud, right? He was shot down over Venom, if I recall correctly."   
The fox winced. "Yeah. So...I guess that's everything. All his old stuff's gone." A single tear slipped down Fox's face.   
"Don't think that way, Fox. My parents died a while back, too." Katt looked upwards. "It doesn't mean they aren't still there."   
"So you're an orphan too?"   
"Yep." The feline sighed. "A nuclear accident back on Titania took out all of my family but me, and I've been wandering since. I tried to get into the Cornerian Defense Academy, but was rejected on the grounds of poor academics. So, I worked until I got enough to buy a small fighter plane, and I've just kind of upgraded it when I had the money. Heck, the thing functions as a home for me. Or at least it did before it got wiped in Venom's attacks. It's just a pile of scrap metal now."   
"That's too bad."   
"Tell me about it. Even if I escape, I'm just about flat broke now. I'm not even done paying off the original fighter."   
"Hey, if I can get out of here and get you out with me, I'll pay that stuff off."   
"No, really-"   
"I insist."   
The cat seemed torn between the two choices. "Oh fine," she finally conceded, "but I'm doing something to make it up to you."   
"You don't have to."   
"It wouldn't be right. Anyway, thanks a lot, Fox." She smiled. "You're a real friend."   
"Not a problem, Katt."   
They both jumped in surprise as the door into the prison center opened, hinges squealing in protest. Wolf O'Donnell stepped inside, a wide grin plastered across his face. "Hello, Fox. Just thought I'd stop by and see how you're doing."   
Fox growled.   
"Now now, don't go threatening me," the wolf said. "I can have you killed at whim, you know."   
"Oh shut it, you over-sized excuse for a worm!" Katt exclaimed.   
"The same goes for you, miss," Wolf angrily replied.   
"Bring it on, tough guy. Beating on a girl shouldn't be a problem for someone as low as you."   
The wolf's eyes burned with hatred. "You two might as well commit suicide before I get to you," he commented as he walked towards the door. He turned to the guard. "Reduce their rations. Some starvation might teach the two of them some manners."   
"Yes sir."   
The wolf slammed the door shut on his way out.   
Fox immediately turned to the feline angrily. "What're you trying to do, get us killed now!" he hissed.   
"You just have to show them you're not intimidated; show them who's boss."   
Fox groaned. "Katt, right now Wolf is boss, if you haven't noticed."   
"Only by rank."   
Fox shook his head in exasperation. _What have I gotten myself into?_   
  
Ty continued on down the hall, nearing the prison cells. _The crowd certainly is thinning,_ he observed. _There's next to no one here._   
He rounded a corner, staff thudding against the floor with every pace. A wolf strode into the hall in front of him, suit covered with medals. _High-ranking official, eh?_   
The wolf suddenly spun to face Ty. "State your business, soldier," he said, eyes narrowing. "This area is only accessible to authorized personnel."   
Ty's mind raced. "I've been sent to alert the area of the presence of Cornerians on board the ship."   
The wolf eyed his staff suspiciously. "Well, I've already alerted the prisons back that way," he said, gesturing back where he had come from. "You might want to go talk to the weapons research and development sector, though."   
"Will do, sir." _Something about the kid seems...familiar..._   
"Keep up the good work, soldier," he replied, still unmoving. _I can't seem to shake this funny feeling..._   
Ty took a wild guess and turned left, hoping desperately that he had chosen the correct direction. That was enough for the officer; he turned and continued down the corridor. Ty let out a sigh of relief as he disappeared from view. _What a lucky guess...__   
Wolf pulled out a small keypad as he walked away, punching in a command and bringing it up to his ear.   
"Hello?"   
"This is Wolf O'Donnell speaking. Has a soldier been sent out to notify the Alpha side of the station of the Cornerian infiltration?"   
A brief pause. "No, I don't believe there was, sir. No log record of any such action. Should we dispatch a soldier to do so?"   
"No, it was just a question. Hook me up to Security, would you?"   
"Yes sir."   
Wolf tapped a paw impatiently on the floor as he waited. Suddenly the static broke off.   
"Hello, Security Office."   
"This is Wolf O'Donnell. I need you to check the halls around the prison for activity; is anyone there?"   
He could hear the faint tap of fingers on a keyboard over the line. "Affirmative, sir. One soldier headed towards the prison."   
"Identify him."   
"I'll run a scan, sir." There was a momentary silence. "He's doesn't appear to be registered with the Venom archives."   
"That's because he's not on the side of Venom," he said, clenching his fists in anger. __I knew it!_   
"What do you want us to do, sir?"   
Wolf relaxed as he thought, a smile hovering on his face. "Simple, soldier," he replied.   
"Take him out." 


	22. Chapter 22

**THREATENING SKIES - A Starfox Fan Fiction by Ryan Laughlin (a.k.a. Falco Fighter Pilot or Owen O'Donnell)**   
  
  
_Chapter 22_   
  
Wolf slipped the device back into his uniform, turning back towards the general are of the prison he had just left. _Maybe I should go ahead and get Fox's execution over with now, just to be safe,_ he thought. _I wanted him to suffer for a while, but I guess a slow death might do._ He smiled cruelly. _Oh, I can't wait!_ he thought, reveling in his malicious joy as he strode down the hall, back towards the fox.   
  
Ty flipped on his concealed headset, glancing around uneasily as he waited for the channel to the ship to open. Suddenly static filled his ears. "Hello?" asked a cautious voice.   
He smiled. "It's Ty."   
Across the line, Fara put a paw over the receiver. "Psst! Peppy! It's Ty!"   
The hare glanced at her, irritated. "Well, ask if they found Fox!"   
"What is it? Did you find Fox?" she repeated.   
"Not quite. But I'm approaching one of the prisons; I should reach it within the next few minutes. I'll tell you then if he's there."   
Fara frowned. "All right, but be careful. Don't get caught!"   
"I don't intend to," the wolf replied. "I've done a bit of research on the team that attacked the academy; one has a history in torture."   
"Don't say that to me! Now I'm even more worried!"   
"Whoops. Sorry."   
"Thanks a lot, Ty," she responded sarcastically. "Fara out."   
The static cut off as Ty opened the closet door, stepping back outside into the dreary passageway. He twirled his staff in front of him experimentally, then began to trudge towards the cells.   
  
General Pepper sat at his desk, massaging his temples wearily as he read over the latest reports. _Another squad downed at Titania,_ he thought, slamming his paw against the desk in frustration. _That's the third one in the past month! At this rate we'll never hold Venom off long enough to activate that Goras defense system._ He tapped the screen, sighing as yet another page of bad news popped up. "We really could use a boost in forces," he thought out loud. "We're getting closer and closer to defeat."   
A knock on the door sounded. "Come in," Pepper called out weakly, watching as a sergeant cautiously peeked in the door. "I hope I'm not interrupting anything," said Derrek.   
"No, nothing I can't do later," he replied.   
"Sir, you remember Fox McCloud?" he said, taking a seat opposite the General   
"James's son, correct? How is he doing?"   
"Well, he set out with a few other graduates and James's old partner, Peppy Hare, after Bill Grey's capture during the Venomian raid."   
"Oh yes, I remember now. Has he chosen to return to the military?" Pepper asked hopefully   
"No, but I think you'll be interested in this," he commented, sliding a printout across the desk.   
Pepper's eyes widened as he scanned the sheet. "Are you telling me the unofficial 'Starfox' squad has done this damage?"   
"It would seem so, sir. There are very little units orbiting Katina, and none have them have been sent out on or reported such an attack in that area."   
"But how can a squad of four inflict so much damage!?" he asked incredulously. "Surely there's some mistake."   
"No mistake, sir. We've sent a cruiser out to help the situation on Katina and they've also agreed to send a squad out to survey the wreckage. Also we've detected the Great Fox orbiting Katina."   
"Are they onboard?"   
"We attempted contact, but we only got automatic responses from the on-board robot. It would appear that they are currently out on a mission."   
Pepper shook his head. "If every soldier was like the McClouds, it'd be a lot easier. Only one thing still puzzles me. What are you doing with this information if you're in charge of the academy?"   
"Let's just say I like to do what's in the best interest for the students, current or graduated."   
"You've been tracking him?"   
"McCloud is an exceptional fighter, as his father was. He's a valuable asset if we can coax him to come back."   
"He seems to be doing as well or better than he would with us," Pepper pointed out. "I'd leave him be for now."   
"Yes sir," Derrek replied, rising. "That's all I had to say."   
"All right then. Good luck with the new group of students coming in."   
"Thank you, sir."   
  
Fox stirred drowsily in the shadows of his cell as a door creaked slowly open, the form of Wolf O'Donnell stepping inside. The dim light cast an eerie glow on his already twisted features; Fox found himself unable to meet the wolf eye to eye.   
"Too afraid to face your fate, eh McCloud?"   
Fox grumbled a reply.   
"What was that?"   
"No, your face is just too ugly for me to stand," he repeated.   
Wolf's eyes narrowed. "Don't mess with me, McCloud," he threatened. "It will just make your death more painful. Speaking of which, get ready to leave. You've got five minutes."   
"What?"   
"You heard me. You're leaving for execution in five. Now move!"   
The fox stood motionless, dazed.   
"Move!" shouted the wolf. Fox took a few steps and lost his balance, falling to his knees. Wolf snorted. "All right then. Since any sort of movement seems not to be an option, I suppose you won't mind me pushing up the execution time by a few minutes. You see, I've really been looking forward to this."   
There was a scrabbling of claws as Katt jumped to her feet. "Leave him, Wolf," she demanded.   
The wolf shrugged. "Fine. I can wait a few more minutes for the death of my largest enemy."   
Fox shook his head in an attempt to clear it, the haze parting only slightly. He glanced wearily at Katt. "I might as well do it now. I don't have a chance of escaping with this little time left." He turned back to Wolf. "I'm ready," he said, climbing to his knees. "There's no point in delaying the inevitable."   
Wolf smiled. "That's what I like to see, a soldier ready to fall in the line of duty. No hesitation. All right then, let's go," he finished, deactivating the lock of Fox's cell and quickly slapping a pair of handcuffs on his wrists. Fox resignedly followed him out the door and into the hall.   
Katt watched as Fox disappeared from sight. _I hope he'll be all right,_ she thought wistfully. _He seems like the kind of person we could use more of in this world._ She sighed, lying back onto the frigid, metal floor. _There's nothing I can do now but hope..._   
  
Ty waited for a moment by the door before delivering a devastating blow, knocking the door clean off of its hinges. A guard clumsily spun, his aim with a blaster wavering as he faced down the wolf. He swallowed nervously. "You aren't authorized to be in this area, soldier. And what's with kicking down the door?"   
"I never knocked down the door," the wolf answered, feigning confusion.   
The guard really was confused. He glanced at the detached door. "But then how-"   
Ty walked inside as the platypus slumped to the ground, the staff still quivering with the force of the blow. He glanced into the darkened room, ears perking as he heard someone stir in one of the cells. He trotted over, grabbing a set of keys left thoughtlessly on the desk. "Are you all right?" he asked as he unlocked the cell door, stepping aside as a pink-furred feline stepped out.   
"Fine, thank you," she replied, absently running a paw through her headfur as she looked suspiciously at the wolf. "I'm Katt Monroe. Who are you? And what's going on, is there some kind of rebellion I should know about?"   
Ty glanced downwards at the military garb he was wearing. "The name's Ty Higgaion. I'm part of a team that came here to free the prisoners onboard; I'm wearing this so I can get though the halls with out anyone getting suspicious," he told her, propping his staff against the cell wall. "One of ours, a red fox, was captured after we boarded. Have you seen him?"   
"Is his name Fox McCloud?"   
Ty grasped the cat's paws. "Yes, do you know where he is?"   
Katt winced at the wolf's tight grip. "He was just taken away by Wolf O'Donnell-"   
"Who's that?" he asked, noticing the feline's pained expression and slackening his grip.   
"High-ranking official...gray wolf, I think about Fox's height," she responded.   
"Hmm...I think I met him outside the prison. Where was he taken?"   
Katt bit her lip. "He was going to be executed, I think."   
Her paws slipped from his hand as he reeled backwards. "Executed? When?"   
"Immediately, as far as I know."   
Ty snatched up his staff. "Then there's no time to lose. Is there anyone else in this prison?"   
"No, just me and Fox. They tend to keep those they feel are more dangerous in here, I think. I've seen a couple that were in here get killed, to the point where I was the only one left."   
Ty paused at the door. "You need anything? You can escape with me; I can say I'm escorting you to Wolf," he finished, slapping a pair of handcuffs over her wrists.   
"Sounds good," she replied, following the wolf as he rushed out the door. 


	23. Chapter 23

**THREATENING SKIES - A Starfox Fan Fiction by Ryan Laughlin (a.k.a. Falco Fighter Pilot or Owen O'Donnell)**   
  
  
_Chapter 23_   
  
Fox cried out as he was thrown onto the table, sprawling across the top as Wolf held a blade to his throat. "How many times do I have to tell you that resistance is futile," he said threateningly, shoving the dagger back into a sheath by his side. "I wasn't expecting to have to bring the knife out this early. But, if you want to die quickly, I guess I'll have to drag it out, won't I?"   
A chameleon entered the room, toting a suitcase by his side. Fox immediately recognized him as a pilot from the attack on the academy. "I can take over from here, thank you Wolf," he stated simply, unlatching the bag.   
"Actually," Wolf replied, "I'd like to deal with this one myself, if you don't mind, Leon."   
The lizard shrugged. "Whatever you want, Wolf. Personal business?"   
Wolf nodded. "Old rivalry."   
The chameleon silently locked his case. "I'll see you after this, then?" he asked.   
"Sure, Leon." The chameleon closed the door on his way out, the click echoing off of the walls. Wolf turned back to his subject.   
Fox's glare of cold hatred bore into the wolf. "Why, O'Donnell?" he asked quietly.   
Wolf chuckled. "Because you're my rival. Didn't you hear me talking to Leon?"   
Fox shook his head. "That's not what I meant. This is deeper than that, I can tell."   
Wolf glanced away, and Fox swore he saw sorrow find its way onto his face. When he turned back around, however, the usual look of cockiness had returned. "You want to know?" he asked, a hint of anger in his voice.   
"That's why I asked."   
Wolf paused uncertainly.   
"Just tell me, Wolf."   
He glared at the fox angrily. "You know what? I'll do you one better." He flipped out his communicator and retreated to the corner of the room. Fox caught some of the conversation.   
"Yeah, it's O'Donnell...send him down with the...only be a minute. Sound good?" he asked. Fox strained to hear the response, but only in vain. Wolf slipped the device back into his pants pocket.   
"What was that about?"   
"You'll find out soon enough."   
They waited for a moment until a knock sounded on the door. Wolf smiled, walking over and opening it.   
"Meet your worst nightmare."   
Fox stared agape at the furless creature, which turned to him curiously. Wolf snapped his fingers; it lurched unsteadily over. Fox noticed a sleek black structure on the back of its neck.   
"Time: 1:30 PM. Date: April 24th, 5968," he snapped. The creature pulled out a small, gray box with dials on it, which it turned. _It's setting the date, right?_ thought Fox. _But why to 10 years ago?_   
"Would you like to see what this little machine does?" asked Wolf maliciously, grinning.   
"No."   
"Well that's just too bad, isn't it?" he said, grabbing the fox's arm. "Now!" he shouted as the fox struggled to break the grip. The creature drew closer.   
"What are you doing!"   
"Oh, before you leave, you should know one thing," Wolf said as the device met with his wrist. "My name isn't really Wolf O'Donnell..."   
"It's Matt Higgaion."   
  
_What the hell..._   
Fox tried to look around this strange place he had wound up in, but found himself unable to. He tried moving any part of his body, suppressing the urge to panic as he discovered it wasn't him moving.   
_So...then who am I?_   
He (Or is it we? Fox thought) picked up a sheet of paper, and what was left of Fox caught a glimpse of gray paws.   
_Am I...am I Wolf?_   
Thoughts not his own flowed freely through his head. Fox felt the emotions of his host, a naïve happiness taking the foremost position.   
"RED ALERT."   
The words had no meaning to the young wolf. He knew what an alert was, but why was it red? Whatever it meant, he liked the color red. Red was a nice color. The color of Solar at sunset.   
"EVACUATE IMMEDIATELY."   
"Matt!"   
They looked upwards, smiling as the wolf recognized the face above his own. "Hey, dad. What's up?"   
The elder's face was a mask of worry. "I'm not sure, but something's going on, and it's not good. We need to leave. Do you know where your mother is?"   
The wolf shook their head. "I haven't seen her since lunch. I think she was checking the progress of the Graham project, though."   
"We need to find her, fast." The older wolf's frown grew deeper. "I have a very bad feeling about all of this."   
"I'll get her for you, if it's any help," Matt-Fox offered.   
"No, you should stay here. It's safer. I'll get back here when I find your mother. Don't move!" he warned, turning away from the young wolf and running off towards the west wing of the huge facility.   
  
Fox realized that he had separated from the wolf, becoming a sort of ghostly presence. He tried to lean on a desk but failed, losing his balance as his hand passed through it. He looked down curiously. _This is really strange..._   
  
Matt turned away from the fleeing image of his father, instead concentrating on the charts strewn on his father's desk. The sophisticated theories and equations always held a certain beauty visible to Matt. _Boy, what I wouldn't give to be a scientist when I grow up,_ he thought to himself. He sat mesmerized in the cushioned chair, going through the assorted sheets for the umpteenth time. By now he had memorized them all; knew the secrets they all held; knew the future they promised. He glanced away from the task at hand as a high-pitched beep sounded from the nearby communications computer. He pressed a few buttons. "Hello?" he yelled to the transmitter across the room. Fox watched, only mildly interested.   
"Higgaion, this is Gauthier. I need you to-"   
"Wait, it's me, Matt!" he called out.   
"Oh. Is your father there? This is very important," he said urgently.   
"No, he went to get my mom. Said something's wrong."   
"Everything is. I need him now!"   
"I'm sorry, I can't help you."   
"Is there any other way I can reach him?"   
"Well, he's carrying a comm unit, I think. 69843."   
"Thanks, Matt." The communication cut off into static as the young wolf leaned back into the chair lazily.   
  
Fox had run for the older wolf as soon as the name Higgaion had been mentioned. _It must be Ty!_ Fox reasoned. _And that would make Wolf...or Matt...his son?_   
He screeched to a halt as an armadillo came barreling into him, but the creature merely passed through. Fox shivered. _What the hell is going on?_   
  
Tyrone Higgaion rushed down the hall, the serene happiness he had grasped mere minutes before forgotten as he searched frantically for Sarah. Others exiting the building were headed in the opposite direction, shooting him questioning glances as they moved past. We're in trouble, he thought as he heard a plane screech overhead through the steel ceiling. We're in deep trouble.   
Sarah shoved the last of the papers into her pants pocket as she headed for the door, running directly into Ty. The latter quickly pulled her to her feet. "What exactly is going on?" asked Sarah, brushing herself off. Fox watched from the doorway.   
"It's complicated. Somehow the rebels discovered the base and they're attacking. It's not looking good at all."   
"But I thought we had a defense squad?"   
"We do, but as I keep trying to tell the military, Cloud's squadron alone isn't enough to repel a serious attack. At this rate, we're going to be destroyed in an hour at most."   
Fox's ears perked. _ Cloud squadron? McCloud...nah._   
"I'm scared, Ty."   
He pulled her in close. "I am too, Sarah. Now let's just get out of here with our lives." She relaxed, stepping back.   
"Where's Matt?" she asked worriedly, stepping into the hall. Fox moved aside unthinkingly, realizing it wouldn't have made a difference whether he did or not.   
"I left him at the core station; I figured it would be safest there," he answered, following.   
Sarah started to speak, but was interrupted by a loud ringing coming from Ty's pocket. He pulled out his communicator, punching in a few commands. "Hello?"   
"Ty, it's Gauthier," came a stressed voice. "Listen, get back to the core now!"   
"I'm already going," he responded. "What's with the rush, though?"   
"They've already penetrated the Baylan shield, Ty!"   
"What!" he exclaimed. "Impossible. You must be getting faulty readings from the generator."   
"Ty, the shield's out!"   
"But the only ones with the information needed to bring that down so quickly are me and Paco-"   
"Who hasn't shown up for three days," he interrupted. "No excuse for absence."   
The wolf's look was one of indignation. "You mean you think-"   
"That he betrayed us to Venom," the voice finished. "It's the logical explanation; they're using the precise combination of weapons they'd need to penetrate our defenses. Now get back there, fast! They've been attacking at the core, and they've almost...they have knocked out the next layer!" came the urgent shout. "They're approaching the core! Ty, at this rate the place is going to be set to blow in minutes!"   
Sarah's eyes widened in fear. "I thought you said Matt was back there!"   
"He is!"   
  
Fox ran back towards the younger wolf, screeching to a halt as he met a dead end. He thought for a moment. _Well, if I can pass through desks and people, I can pass through walls, right?_ He stepped through. _Sure beats that winding hallway..._   
  
Matt peered out from behind the chair, eyes still watering from the bright intensity of the laser blast that had come through the ceiling. The sounds of battle persisted overhead, the room darkening each time a fighter passed. He crouched, shivering at the thought of how close the shot had come to piercing through his skull.   
He looked through the hole that had been torn in the wall, the previously hidden reactor core now visible through the tattered remnants surrounding the puncture. Realization dawned upon Matt.   
_They're trying to blow the place up!_   
He hesitated, then dashed for the communications computer across the room, typing in a few digits.   
"Dad?"   
"Matt!" The wolf's voice was full of relief. "You're all right."   
"Yeah, but I think there's somebody trying to blow this place up!"   
A pause. "What have they done so far, Matt?"   
"One of their lasers almost hit me. It made a hole in the wall; I can see the core through it."   
Ty barely stopped himself from cursing. "How many shots have gotten in there?"   
"Only one. Did you find Mom?"   
"Yes, I'm here," came her reassuring voice. "We'll be there as soon as we can, Matt!"   
"Ok, Mo-"   
The rest of the transmission was lost in static as another bolt ripped through the roof, sending Matt flying backwards as it struck the terminal. He dazedly climbed back to his paws, fur standing on end from the electrical current that had been discharged into the air. The wolf shook his head feebly in an attempt to clear it, succeeding only in giving himself a painful headache. He crept back over to the terminal; a simple glance confirmed his fear that it had been completely fried. _I guess I can only sit here and wait,_ he thought, sighing. _And hope I don't get killed._   
  
Fox watched with a mix of interest and compassion. _So this is Wolf's past,_ he thought. _Ty said this place was destroyed and his family was killed in the explosion. So why is Wolf...or Matt...still alive?_   
  
Matt had retreated into the more adequately protected core room when holes began to litter the wall like Swiss cheese; one had singed his headfur as he ducked through the debris-covered door. Fox watched as the wolf gingerly felt the tender skin beneath, wincing as he rubbed the charred flesh. Fox glanced upwards at the ceiling. _No holes in here,_ he thought. _That should be safe enough for him._   
Matt sat down and gazed at the metallic sphere that was the centerpiece of the room, resting his back against the wall as he waited for his parents to arrive.   
  
A fizzle came from the communications computer. Fox left his post and approached it, interested. He made out a few words.   
"Hello?"   
"Gauthier, it's Ty. I need the defense reports on the core."   
Across the line, he inhaled sharply. "Well..."   
"Well what!"   
"We're down to the roof alone."   
The beam structure above the door to the core room collapsed inwards, blocking the door completely. Fox abandoned the idea of shoving the debris aside, instead choosing to slip between walls.   
  
Matt dove underneath a table as the ceiling collapsed inwards, crashing forcefully onto the steel globe and around the room. The table cracked above him, bending under the weight of the metal slab. Another bomb flew through the hole, striking the sphere and sending a crack up its side on detonation. Matt's fur was blown back by the force of the explosion, his T-shirt flapping in the strong winds. Fox watched in sorrow, unable to comfort the child. He ducked back into the other room.   
  
Fox jumped as the door was ripped clean off one of its hinges, watching as Ty entered, followed closely by Sarah. Sarah sighed in relief as she saw the fried communications terminal - without a dead body beside it. Ty spun around fearfully, checking the room again.   
"He's not here!"   
"The core!" Fox cried, the sound not even reaching his own ears. "The core, he's in there!"   
Sarah bit her lip, her personal sign of concentration. "The core room, maybe? This place is littered with holes, he was probably frightened."   
"That's it!" Ty cried, a step behind her as they both ran to the door, encountering the mountain of debris. Ty set his weight against the pile, muscles straining as he slowly shoved it aside. Sarah joined the effort, both of them knowing time was of the essence.   
  
Lasers screamed through the room as Matt watched fearfully from his safe haven, each shot careening wildly as it made contact with the reactor centered in the room. Matt couldn't count the cracks running down its sides anymore; something he knew must be bad. The fighters were clearly visible now through the gaping hole in the roof, streaks of blue and green screaming by overhead. The wolf feebly clamped his paws over his ears, the sounds echoing painfully in his head. His breathing quickened as the pain increased, another bomb colliding with the globe of metal and sending fractures running across its surface, the very floor vibrating with the impact.   
  
The desperate duo outside the door redoubled their efforts as they heard the explosion within the walls, struggling to shove aside the mass of rubble. Sarah tried the door, finding it slid open enough for her to slip inside. Ty continued to shove the pile farther along so that he could enter.   
  
"Matt!"   
He glanced up for the first time, spotting his mother at the opposite side of the room.   
"Mom!"   
Sarah fought against the winds coming from the bomb barrage as it hit the reactor, struggling towards Matt.   
"Hang on!"   
She grabbed hold of the side of the table he was huddled beneath, gathering him in close to her. Matt's salty tears ran freely down his face for a moment before being blown aside by the violent winds. He glanced up.   
"Mom..."   
"It'll be all right, honey; it'll be all right," she said reassuringly, the comment sounding much more confident than she was felt. Another bomb collided with the core; one of the cracks widened, nearly exposing the danger within.   
Matt looked upwards through the hole in the ceiling, watching the fight above with a mix of horror and fascination. A Cornerian fighter swooped downwards after a Venomian craft, launching a bomb at its rear before pulling up. The ship dodged and leveled out, screaming over what was intact of the research center. The bomb continued downwards. Fox realized what was going to happen.   
_No._   
It spun downwards, on target for the sphere below.   
_No._   
Fox caught a glance of the fighter that had launched the missile. The words scrawled on the side burned themselves into his mind, even if it was moving too fast to read. His eyes widened in disbelief.   
_No! It can't be!_   
The bomb collided.   
Sarah threw herself over Matt as the core detonated, the shrapnel screaming past the wolves as they were engulfed by flames.   
A single name repeated itself endlessly in Fox's mind. The name he had seen on the plane. The name of he who had doomed the Higgaion family.   
James Michael Cloud. 


	24. Chapter 24

**THREATENING SKIES - A Starfox Fan Fiction by Ryan Laughlin (a.k.a. Falco Fighter Pilot or Owen O'Donnell)**   
  
  
_Chapter 23_   
  
The universe swirled. Fox's scream was lost into nothingness, his futile protest at again being ripped from body to body lost in an endless void.   
  
_What now?_   
Fox looked around fearfully, flooded with immense relief once he realized he was where he had started. The beast had left, the threat was gone; only Wolf remained. Fox stared at his back speechlessly, all that he could see of him from where he had returned strapped down to the table.   
"What...what was that?" Fox asked shakily.   
When Wolf turned, it was obvious he had been crying; the smooth, slick lines that traced their way down his face sharply contrasting his usually disheveled appearance. He looked wearily back at Fox.   
"That," he replied softly, "was your father. Killing my parents."   
Fox squirmed uncomfortably in the following silence. Finally, Wolf sighed.   
"So," he said quietly. "You have seen my past. You know why it is I'm going to kill you."   
The tranquility was instantly broken. "Wolf, your family isn't dead; your father is still alive!" he cried.   
Wolf pounced wrathfully. Fox cried out as he felt the sharp edge of Wolf's blade slice neatly through the tip of his ear. Wolf was halfway between fury and tears.   
"How dare you taunt me!" he screamed. "I thought you might understand, since your parents were killed too, but you throw it back into my face! You aren't worthy to live!"   
"But Wolf-"   
"Shut up!" he screamed, his breathing growing heavier as tears flowed openly down his face. "In flight school. I thought you were honorable," Wolf told him. "I thought you were great; you were exactly how I wanted to be. But I never could! You always showed me up. Every time." The wolf turned away. "I can't believe you'd throw an insult like that at me," he said, voice calmer yet still wavering. "You are lower scum than me. You don't deserve to live!" he yelled, barely missing Fox as he plunged the full length of the dagger into the table. The wolf stood for a moment, then shuddered, yanking the blade free.   
"Wolf, listen to me."   
"I don't want to hear your lies!"   
Fox's mind raced. "Listen, don't I have the right to a few last words?"   
Wolf thought for a moment. "I...I suppose you do," he conceded. "But you start spouting lies..." He left the threat hanging.   
Fox swallowed nervously. "All right then, Wolf, you're probably going to swear I'm lying and want to kill me, but let me finish first, ok?"   
"I'm not promising anything."   
Fox crossed his fingers from his position on the table. He sighed. "It's about your father, Ty."   
A pained expression registered briefly on Wolf's face. "Con...continue," he stuttered.   
"He's alive. I know him; he's one of the pilots involved in my team's raid."   
Wolf's fists clenched. "You're lying, don't try to fool me."   
"I swear, Wolf!"   
"Prove it!"   
"He was a scientist who worked at Barandruk. His partner, Paco Sikandos, attacked us on Katina. He mentioned all that stuff about him turning to the other side ten years ago."   
"You could've just remembered all of that from what I told you," Wolf noted. "I'm not convinced."   
Fox tried to remember the little else he had learned of the wolf. "Then how would I know he's 43 now? That he ran away from home in his teens!"   
Wolf snorted. "Lucky guesses; that doesn't sway me. Your time's up."   
"Wolf, you don't understand, you're making a huge mistake! If you're just killing me because you think my father killed your parents, he didn't, at least not your father!"   
"Will you shut up!" Wolf shouted. "Your excuses are pathetic. They prove nothing to me other than that you are nowhere near the fox I thought you were!" He slashed across Fox's forehead, Fox yelping in pain from the shallow cut as the blood from the wound traced its way down his face, obscuring his view as it trickled slowly over his eyes. Still panting, Wolf smiled for the first time since they had entered the room.   
"Finally...it's time for revenge..."   
  
Ty flipped his headset on urgently. "Falco, can you hear me?"   
"What's up?" came the reply through the static.   
"Here's the good news: I've just about figured out where Fox is."   
"Great!"   
"And now the bad news: He's headed for execution."   
"What!"   
Ty sighed. "Listen, I'm in a bit of a rush right now. Contact the ship for me. I've got to go!"   
"But-" Falco stopped short as he was interrupted by heavy static. He sighed, adjusting the channel setting on his headset. _Doesn't it just figure that he leaves me to deliver the bad news..._   
  
James sat idly on the floor, picking at his claws as he tried to guess how long he had until his next 'session.' He sighed. _Where have they not taken me yet?_   
A few feet away, on the opposite side of the wall, Bill sat, glancing wearily at his newest set of scars. He flexed his arm tentatively, flinching as a scar on his elbow reopened. He watched the blood trace its way down his forearm, forming a small puddle on the floor as it ended its journey. He grimaced. _What I wouldn't do to get my hands on that Leon freak..._   
  
"What!"   
"I said the same thing," Falco replied. "That's all he had time to tell me."   
"Well if he dies the whole thing will go up in flames!" Fara yelled. "We're screwed!"   
"Calm down. Yelling won't do us any good," called Peppy from the rear of the ship. "Think. What can we do to help?"   
Fara thought for a moment. "I might be able to hack into their security files," she realized, "if I could get to one of their computers. That might buy us some time."   
"Tell that to Falco, not me!"   
She repeated the idea to the bird. "It's worth a shot," Falco replied after she had finished. "Dangerous, but so is everything else on this mission."   
"Then it's settled." She turned. "Peppy, I'm headed out. Cover for me."   
  
"Slow down. Guards." Ty slipped behind the cat and grabbed her neck as a soldier passed by.   
"Hey! What are you doing with this prisoner!" he demanded angrily, hand drifting down towards his holster.   
"O'Donnell wanted her delivered to the execution room," he responded gruffly. Katt feigned a rebellious attitude, looking as if she was trying to struggle free.   
The soldier cuffed his ear. "That's Captain O'Donnell to you, soldier!" He turned and walked off, grumbling to himself about insubordination as he rounded the corner. Ty let out a sigh of relief, releasing Katt. She rubbed her neck ruefully. "Ouch! Watch your grip!"   
He smiled sheepishly. "Sorry. By the way, do you have any idea where they'd execute Fox?"   
"Not really. Our best bet is to just look around and hope we find him before it's too late."   
Ty frowned. "We better."   
  
Fox bit his lip as Wolf tugged the blade free from his forearm, sweat running in streams down his face as he resisted the powerful urge to scream. Powerless to move under the strong clasps holding him down, all he could do was wait for the next strike. Wolf used the suspense to the fullest, striking just as Fox relaxed. _I can't take much more of this!_ Fox thought as the dagger found its way to his other arm. He panted in a mix of pain and exhaustion as Wolf took a moment to wipe the blade clean, humming softly to himself.   
Fox looked at the ceiling. _Where are you!_ he thought in desolation. _Falco! Ty!_   
  
The thought struck Ty like a bullet, falling to his knees as it echoed loudly through his head. Katt knelt beside the wolf.   
"Ty, you all right?"   
He glanced upwards. "Yeah. It's Fox!"   
Katt looked around in confusion. "Where?"   
"In my head," Ty tried to explain. "Telepathy."   
Katt shot a cynical look his way. "Right."   
"Seriously!" _Fox, where are you!_   
_Ty!_ came the weak reply. _Wolf, he's really your-_   
_No time for chat, now where the hell are you?_   
Fox thought back to outside the hall. _Probably about 1000 feet forward from the Shadowchaser..._ Fox's interrupting cry reverberated in Ty's head, causing the wolf to clutch at it in agony. _Ty, you've got to get here quickly!_ Fox pleaded.   
_I'm trying!_   
"Are you all right?" Katt asked worriedly, still clueless to the silent exchange.   
"We've got to get to Fox, fast!" cried Ty as he jumped to his feet, rushing down the corridor. 


	25. Chapter 25

**THREATENING SKIES - A Starfox Fan Fiction by Ryan Laughlin (a.k.a. Falco Fighter Pilot or Owen O'Donnell)**   
  
  
_Chapter 25_   
  
Katt struggled to keep up with the frantic pace of the wolf as he rushed through the hall. She stumbled, sprawling on the floor and nearly losing sight of Ty before clambering back to her paws. She jogged after him wearily, any pretense of calm forgotten in panic.   
Ty skidded to a stop in front of a tightly sealed metal door. The lock was obvious; in fact, a red indicator light was blinking imbedded in the doorknob.   
_Fox, did the doorknob have an indicator light? Room A-247?_   
_That's it, you're here!_ Another cry. _Hurry up!_   
"So," Katt pondered. "How exactly are we supposed to get in?"   
"Stand back," Ty warned. He brought the staff back, tensing, then slammed it forcefully into the door, which collapsed inwards. He rushed in, drawing a curved dagger from around his waist before the dust settled.   
  
Wolf had turned around the moment he had heard the staff hit the door. He slung the dagger he had been using over his shoulder, Fox screaming as it sliced deep into his thigh. Whipping out another concealed blade, he was ready to cut the wolf's throat before he realized another blade was at his own. Frustrated, he met the older wolf's glance, eyes narrowing.   
"So...what do we do now?"   
The wolf sighed. "Well, this is what they call a stalemate. It looks as if we're either going to both die or just stand here and wait."   
Wolf smiled. "I'm going to win. Guards should be arriving on the scene any minute now."   
Ty nodded in reply. "I know. That's why I'm not taking you down right now; I'll wait until they get here and see if I can strike a deal for your life."   
Wolf growled. "Clever thinking. You're still going to die, though."   
Ty shrugged, careful to avoid coming any closer to the ornate dagger at his throat. "Oh well. I'm getting old anyway."   
The pair stood, face to face, muzzle to muzzle, blade to throat. Fox watched in helpless dread, barely able to concentrate with pain like fire burning in his leg. The silence grew oppressive, Fox squirming uncomfortably from his position on the table. Katt anxiously gnawed on a claw from the doorway, unarmed.   
"Stop!" he finally cried in protest, unable to take it any more.   
"Why shouldn't I kill him?" came the simultaneous reply from both, eyes unmoving.   
"Because you're father and son!"   
A shocked expression registered on the faces of both. "What the hell are you talking about?" asked Ty quizzically. "This guy's trying to kill you! And my son was killed in the Barandruk accident; I already told you!"   
The blade slipped out of Wolf's limp paw and clattered on the floor as he stared, finally realizing the truth. "Then..." He slowly turned to Fox. "You weren't lying..."   
"Can someone clue me in?" asked Ty. "I haven't been here the entire time, you know."   
"I could use some clueing in too," mentioned Katt from the doorway.   
Wolf sat down on the edge of the table, holding his head in his paws. Fox groaned. "Wolf, or Matt, or whatever, would you mind taking this out!" he exclaimed, feebly gesturing towards his leg. Wolf silently turned and plucked the quivering dagger free, mumbling an apology as Fox sighed with relief.   
Ty expression was one of pure shock as realization finally hit him. "You mean...is that you, Matt?" he asked tentatively.   
"That would be me. Matt Higgaion." He looked upwards, eyes filled with tears. "Dad?" he asked, voice wavering.   
The two locked in a rough embrace, the tears pent up for so long in sorrow now flowing freely. Matt hugged the wolf as if letting go was death; the crushing force of the embrace would've been excruciating if the Ty's mind hadn't been elsewhere. Matt looked up, Fox noticing for the first time an aura of happiness hovering around the wolf. He halted suddenly, pulling away.   
"What about Mom?"   
Ty glanced downwards awkwardly. "She...she was killed, as far as I know," he answered. "Killed saving you, I suppose. But oh, just to know one of you is alive..." He burst into joyful tears, unable to finish.   
"Dad..." the wolf whispered. "I missed you."   
"And I you."   
"Ah, I hate to cut short the reunion here," Fox commented, "but I'm still in excruciating pain here! Can you do anything, Ty?"   
Ty locked eyes with his son for a moment more before looking over. "Sure Fox, I should be able to help," he answered, walking over and feeling along the fox's arm. He stopped, closing his eyes for a moment. Fox sighed in relief.   
"Well that's a hell of a lot better, without feeling those knife wounds," Fox commented.   
"Speaking of which, how on earth did you end up with these Venomian bastards anyway, Matt?" he asked, climbing back to his feet as Matt did away with the iron clasps. "And what happened to your eye?"   
"Well..." Matt explained ashamedly, "James McCloud is the one who killed you both. Except he didn't kill you, just Mom. He shot a bomb after a fighter, but missed and it hit the reactor, and that's when it blew up." He glanced at his boots. "I hated him for that, and after Fox took out my eye when I attacked him at the Cornerian Flight Academy and I was expelled, I reached the point where I just couldn't stand it."   
"What about the name?"   
"Just something I made up. I couldn't live with Higgaion after...you know."   
Ty ran a paw through the younger wolf's hair. "Let's just forget all of that now. Are you back with us and Corneria?"   
Matt laughed, eyes sparkling brighter than a thousand diamonds.   
"You kidding? Of course I am!" 


	26. Chapter 26

**THREATENING SKIES - A Starfox Fan Fiction by Ryan Laughlin (a.k.a. Owen O'Donnell)**   
  
  
_Chapter 26_   
  
Fara took a moment to glance nervously over her shoulder as she looked through the system files for passwords. I'm taking too long, she thought anxiously, spinning as she thought she heard footsteps. I've got to get out of here! She scrolled down, scanning the files for anything useful. Oh, screw it, she thought, replacing some random text, then more thoughtfully inserting a few loopholes. That ought to do it, she finally decided, scrolling to the very bottom of the file and inserting one more line before racing off.   
  
Falco ducked cautiously into the room, door left carelessly open by the guard on duty. Falco dispatched of the coyote before it had even had time to rise, the body slumping lifelessly over the wooden desk. He peered at a door of bars as a voice sounded from the dark.   
"What do you want with us now?"   
Falco was confused for a moment before remembering his Venomian uniform. "I'm not Venomian," he answered. "I'm here on a rescue-"   
"You hear that?" it croaked. "We're bustin' out, everybody!"   
A weak cheer echoed through the vast room. Falco's beak hung open in a mix of horror and amazement as he realized the vast number of creatures inhabiting the cells, a line stretching what seemed like endlessly down the narrow wall. He grimaced. "There's no possible way I could get all of you out of here. I'm looking for a husky, fairly short, brown fur, goes by the name Bill Grey."   
Falco could feel more than see the anger of the prisoner. "How can you do that to us!"   
Falco bit his lip. "I'm sorry, but we're really a very small force; there's no possible way we could break you all out. This was intended as a rescue mission for Bill Grey and Bill Grey only; I'd take you all out if I could but it's too risky."   
A weak cry sounded from a ways away.   
"Fa...Falco?"   
Falco turned. "Bill?"   
"Over here!"   
He ran over towards the source of the call. Rushing past another set of cells, he finally spotted the dog. A wide grin plastered itself across his face.   
"Bill! It's you!"   
"Bill isn't the only one here, you know."   
Falco started, whirling to face the adjacent cell. He had heard that voice before...but it couldn't be...   
Bill smiled. "As you can see, James isn't exactly dead yet."   
"You...you're...then..." Falco stuttered, then groaned. "This is all too confusing. You're alive?"   
James smiled. "I'm right in front of you, aren't I?"   
Falco stared for a moment longer before breaking off. "All right, no time for explanations. We're trying to bust you out of here-"   
"Who?"   
Falco counted the group off on his fingers. "Me, Peppy, Fara, Ty, and Fox. We're trying to get you out of here, and you," he said, gesturing towards James, "I guess you're just an added bonus."   
"See, I told you they would come!" Bill commented to James.   
"Fox is here?" James asked anxiously. "Can you radio him, tell him I'm here?"   
Falco inhaled sharply. "Not at the moment, no. Last I heard...no, we don't have time for this right now!" he said, stopping himself. "We've got to go!"   
"So how exactly do you propose to get us out?" Bill asked.   
"Fara can help with that." He spun a dial on his headset. "Fara, you read?"   
"Loud and clear, Falco."   
"I need the password for the prison. Cells B-51 and B-52."   
Fara thought for a moment. "It should be 978854 for each. But why do you need to open two cells?"   
"No time to explain. Get back to the Shadowchaser; it's looking like mission accomplished."   
"All right! Will do, Falco," she replied before the channel shut.   
Falco punched the combo in on the keypad, the glow of the bars deactivating but the bars themselves still firmly in place. It took him a moment to realize there was a lock set into the cell separator. He frowned before remembering the guard on duty.   
"Hang on just a sec, I need to nab the keys."   
He rummaged through the guard's pocket, fingers closing on cold metal as he pulled out the keychain. He jogged back over and slipped the key into the lock, watching with a huge smile as both doors slid into the floor and a weary but triumphant pair of creatures walked out. James stumbled, Falco catching him before hitting the ground and helping him back to his feet.   
"You ok?" Falco asked.   
"I'm fine," he said, brushing himself off. "I'm just tired is all. You don't want to know what they do to you in here."   
"I'm sure I don't. That's why we need to get out of here fast, before they catch on."   
Bill frowned. "Do we really have to leave all these people behind?"   
Falco nodded solemnly. "It's our only choice, really, or we'd all end up dead."   
"Falco's right," James commented. "It would be impossible."   
"Anyway, you think you two can keep up with me?" Falco asked. "For all I know, this is going to end up a run-for-your-life situation."   
"I can do well enough," James answered. Bill just nodded.   
  
"Now wait just a damn minute!"   
Matt turned, confusion etched on his muzzle. "What?"   
"How do I know you're really with us?" Fox asked suspiciously.   
"You don't trust me?" Matt asked angrily.   
"Why should I? You were just trying to kill me!"   
"Didn't you hear what I just said!"   
"Settle down!" Ty shouted. "Fox, Matt, you've both got your points, but Fox, this is my son. I trust him. I don't think he's going to kill us," he said, rolling his eyes.   
"I'll prove it," Matt told him, punching a few numbers on his communicator.   
"Hello, Security."   
"Hey, it's Ma...Wolf O'Donnell," he corrected, Fox still glaring at him suspiciously. "I've got the situation at A-247 under control; you can call back security."   
"You're absolutely sure?" the voice asked uncertainly.   
"Yes. I don't want them interfering with my business with Fox McCloud. It would be most...unpleasant...for a soldier who came through the door while I was working on my subject," he bluffed.   
"Y-yes sir!" the guard stammered. "C-calling off all units n-now! You needn't worry."   
"Thank you." He slipped the device back into his pocket, turning to Fox.   
"That good enough for you?"   
Fox eyed him warily for a moment longer. "All right," he conceded. "I believe you."   
"Good, because you're going to need to," Matt said, pulling a blaster from his side and tossing it across the table to him. "This is yours, I believe. You'll need it when we bust outta here. They know you're supposed to be here getting killed, so seeing you at all will tip anyone off."   
"Uh, hello!" Katt called from the door, annoyed. "Have you all forgotten about me?"   
Matt turned, an amused grin on his face. "I don't even know your name."   
"Katt Monroe," she replied irritably, "and don't you forget it! I'm gonna need some kind of weapon too, you know!"   
Ty tossed another blaster across the room, Katt catching it agilely and slipping it best she could into a pocket.   
"Where'd you get that?" Fox asked. "You weren't wearing one when we came onboard."   
"Same place I got the uniform."   
"Oh. Hey, do you have my comlink, too?" Fox asked Matt.   
Ty slapped his forehead. "I haven't even told the others you're ok!"   
"Then do it now," Matt commented, lobbing a headset over to Fox.   
Ty and Fox both tuned in to the others, adjusting the volume so that everyone in the room could hear. "Hey, anybody miss me?" Fox asked.   
Sighs of relief came simultaneously from the rest of the team. "Fox, you're alright!" Fara remarked. "What happened?"   
"Long story, but we've picked up an ally or two. A girl named Katt Monroe-"   
"Katt Monroe?" came Falco's astonished reply. "What in Lylat is she doing here?"   
"You know her?"   
"We used to be neighbors on Titania before I moved," he explained.   
"Can I talk?" Katt asked.   
"Sure," Ty replied, passing the headset over.   
"Hey, Falco!"   
"Katt! What are you doing here?"   
She paused. "I was defending Miluso, but they took the whole place out," she said bitterly.   
"The whole thing?!"   
"The whole city." She sighed. "Everything."   
Silence.   
"So everything's gone..."   
"Snap out of it!" Fox barked. "We don't have time for this; we've got to find Bill and get out of here!"   
"I'm a step ahead of you. I've got Bill and someone you might remember too, Fox."   
Fox rolled his eyes. "Enough with the suspense, Falco, get on with it!"   
"Your dad's here."   
Fox shook his head. "You're lying."   
"So that's why you needed the two passcodes," said Fara thoughtfully.   
"I'm serious, Fox."   
Fox sighed. "Whatever, Falco, just get back to the Shadowchaser; we'll be there right after you."   
"Ok. Falco signing off."   
"Fara signing off."   
Fox immediately slammed his fist on the table. Ty arched an eyebrow in surprise.   
"Don't get upset. For all you know that really is your father."   
"Falco's just getting my hopes up," Fox replied. "He just thinks it's my father, I know it. It'll end up being someone else."   
Matt put a hand on his shoulder. "You never know, Fox. Hey, I thought Dad was dead a minute ago."   
Fox seemed to take heart from the statement, straightening and regaining his usual composure.   
"Anyway, we're bustin' out of here!" 


	27. Chapter 27

**THREATENING SKIES - A Starfox Fan Fiction by Ryan Laughlin (a.k.a. Owen O'Donnell)**   
  
  
_Chapter 27_   
  
"What do you mean they've escaped!"   
The bull gulped, shifting nervously. "Well, sir, we just found the guard shot dead and both of their prison cells empty. We also found Wolf O'Donnell and his torture subject missing."   
Andross growled. "This has gone far enough. Call an alert to the troops. Tell them to be on the lookout for anything suspicious. I'll sound the alarm."   
"Yes sir."   
  
"So who is it?"   
Matt peered out the door. "I can't tell. Our best bet is to just surprise him." Katt folded her paws and gave him an annoyed look. "Or her," he added. "On three. One, two-"   
The lizard turned as he heard the voice. A gun practically flew to his hands, Matt hardly managing to duck under his shot. The party of prisoners drew their own assorted weapons, ready to shoot.   
"Don't fire!" cried Matt frantically, putting up his arms.   
Leon lowered the gun in confusion. "Wolf? What are you doing? What's with the prisoners?"   
Matt gnawed on his lip. "Well, to start things off, that guy," he said, pointing behind him, "is my father..."   
"He's alive? I thought he was killed."   
"I thought so too, but since he's not-"   
"That was the reason you turned on Corneria, I thought," he interrupted, puzzled. "Which would mean..." He looked up, realization dawning upon him.   
Matt slowly nodded. "I turned back."   
The chameleon had the blaster aimed between his eyes before he had finished the sentence. He stared down the barrel of the gun, a hint of a frown on his face.   
"I'm sorry I have to do this."   
"I sure am," Matt replied, ripping the gun out of Leon's hand and kicking it aside before delivering a crushing blow to the top of his head. Leon slumped to the floor unconscious. Matt watched him for a moment before shoving him to the side and walking on past, not bothering to look back. Ty watched, frowning.   
_Matt, you all right?_   
_I'm fine,_ came the harsh reply.   
Ty sighed. _All right._ He followed the wolf, Fox and Katt right behind him.   
"You sure you know where you're going?" Fox asked as they turned another corner. "The bay is that way."   
"I know, but they've got to be covering the area by now. It's safer this way," Matt told him. "Besides, we're more likely to run into Falco and Fara if we go this way, according to what you told me."   
"Ok, then."   
Piercing squeals cut through the air as the alarms went off, causing the group to cover their ears in protest.   
"That's it!" Matt shouted, the noise nearly drowning him out. "They know you're here! We've got to run for it!"   
"What?"   
"I said we've got to run for it!"   
Katt nodded. "It's the only choice. I'll hang back and buy us some time!"   
"No, I'll do it," Fox offered. "I got us into this mess."   
"We don't have time for this!" Matt shouted over his shoulder, firing a shot at a soldier as he began to run. "Just watch each other's backs and get out of here!"   
The rest of the group followed him down the hallway, turning as they saw a group of soldiers ahead of them. And another. Right, left, left, left. It was a struggle just to keep up with the wolf, so swift was he weaving his way through the corridors. Finally, however, he stopped, a crowd of soldiers stationed in front of the door ahead.   
"This is the only way left," he told them breathlessly. "We've gotta break through!"   
"Are you crazy!" Fox almost shouted before remembering how close the guards were. "There's no way only four people could face down that crowd!"   
"Make it five," answered Fara, skidding to a stop next to the group. "I was wondering where you all were. Wait a minute, four...what is he doing here!" she shouted in a panic, pointing a blaster at Wolf.   
"Calm down! He's with us," Fox explained. "Long story."   
Fara let the blaster fall, jamming it back into its holster. "Nothing makes sense anymore," she mumbled to herself.   
"Matt says we need to make it through the crowd to get out of here," Ty told her.   
"Matt?"   
"Wolf."   
"Oh. Continue."   
"Well," Matt said, taking over, "Once we're through I can get you to the bay, no matter how many soldiers there are."   
"All right. So how long do we have?"   
"We really don't have a clu-"   
A series of shouts coming from nearby interrupted Ty mid-sentence. Katt spun, blaster drawn.   
"Here's our chance!"   
She shot and took out a soldier as a group passed by running towards the source of the commotion. Matt took care of another, a well-placed shot to the head felling the fellow wolf. The soldiers didn't even seem to notice on their hurry. Fox shuddered before tearing his eyes from the scene. _We're kids; we shouldn't be in the middle of a war!_   
Matt sighed. "The scariest part of all this is that I recognize the guy I just killed."   
"Let's move!" Fara whispered urgently. "This is our chance, now let's use it!"   
Matt peered around the corner. "There's a door at the end of the hallway. It's high security, but I've got the passwords to get through, and once we're in it's as good a safehouse as you can hope to get right now."   
"Ok, so let's do it."   
Falco came tearing by, skidding full force in to the wall, unable to stop himself. Bill and James were right behind him, completely winded.   
"They," Bill panted. "They're right behind us."   
"Ok, just follow us outta here. Fox?" asked Matt curiously.   
Fox was gazing in disbelief at the fox he thought he would never see again, except in his memories. James reached out and shook him lightly.   
"Fox, I'm so glad to see you too, but right now we need to get out of here!"   
He snapped back into reality. "Matt, what should we do?"   
"Follow me."   
He slipped out and began to creep towards the end of the hallway, careful to stay lurking in the shadows. The secrecy of the move was blown almost instantly, however, the second the guards caught up with Falco.   
"Hey! You!"   
"Run!" Falco shouted, dashing for the door as lasers screamed past his head.   
Any sort of plan broke off into chaos as another squad of soldiers arrived on the opposite side of the hallway, firing wildly into the melee. Fox cried out in agony as a lead bullet ripped through his shoulder, dropping his gun. He held the torn skin shut, biting nearly through his tongue to stop from screaming while he picked the pistol back up.   
"I thought the old lead guns were banned!" Fox spat between gritted teeth.   
"They were!" Matt shouted back. "That's exactly why we use them! Just be glad that very few squadrons have them!"   
Katt flinched as another shot clipped her ear, ducking under the shot. Ty mumbled a few words to himself, watching with satisfaction as further shots reflected off of a fluorescent dome behind them. Matt urgently punched numbers into a keypad beside the door, cursing as he hit the wrong key and started over. Finally the door slid open, Matt nearly locking out his own father in his panic to get it shut. Katt quickly dragged a desk in front of the door, dents appearing in it already. James crouched by Fox, Ty checking the wound.   
"Can we do anything?" James asked.   
"Afraid not. I could seal the wound, but that would just lock the bullet in."   
"How could you seal it, though?"   
"Khiva," he answered. "Magic."   
"Hey Ty, could you help over here?" Falco asked, gesturing to Katt.   
"Magic? Ty?" James looked at him quizzically. "Your last name wouldn't happen to be Higgaion, would it?"   
"As a matter of fact, it would."   
"Ty Higgaion?" he said in disbelief. "It's me, Mike! Mike Cloud!"   
"Mike?" Fox asked, stirring.   
"Yeah, Mike. All my friends used to call me my middle name. I remember Ty here," he said, draping an arm over his shoulder, "from Doherty High School."   
Ty's eyes widened. "Why I," he stuttered in shock, "I never made the connection! James McCloud...James Michael Cloud..."   
"I take it you know each other well, then," Fox commented.   
"Yeah," James answered. "We used to be best friends before he ran away. With rightful reason, I might add. But I thought he was dead!"   
"I thought you were dead," Ty replied. "I heard about the Venom crash."   
"Well I had heard you died in the explosion I caused," James commented softly. "I never forgave myself for that."   
"It's not your fault," commented Matt from the corner, where he had been watching silently. "I know it was an accident, now."   
"I'm just glad I have my dad back," Fox said, hugging his father weakly. "We've still got to get out of here, though. Where are we, Matt?"   
"This is one of the more secluded passageways from the Alpha side of the station to the Beta side," he explained. "It's used for transporting materials from the bay. Very few people have access."   
"But what if one of those people comes and opens the door now?" Fox asked.   
Matt shook his head. "They wouldn't be able to. It's got a timer to prevent problems, like a big shipment blocking another from getting through. I set it for an hour."   
"Something's still bothering me," Fara commented. "I don't think we shouldn't have been able to get in this easily. I almost feel like it's some sort of trap."   
James shrugged. "It could very well be, but it's our only choice to go through now."   
"Hey, guys," Falco called from across the room by Katt's side. "The situation is worse than Corneria thinks."   
"Huh?" Fara said, confused.   
"He means that Venom's been on the move towards Corneria for months now," Matt told him. "We've been fooling you."   
"They took out a huge chunk of Titania," Katt told them. "Including where me and Falco used to live, Miluso."   
"So this is for more than our own lives," Fox realized. "This is for Corneria. We don't get out and contact them, then who knows what could happen."   
It was silent for a moment. Falco stood up and stretched. "So then, do we just move forward?"   
Matt nodded. "We should end up right by the docking bay, since that's where shipments come in. You have someone at the ship waiting for us?"   
"Peppy Hare," Falco confirmed. "I tried contacting him when we got in here, but the link was broken. I couldn't reach him."   
Matt sighed. "That would've been a big help, but we'll use what we've got. This tunnel's about half a mile long, so we should start walking."   
Fara followed the others, shaking her head. _Something's up, I just know it. They never would've let us through._   
Falco grabbed Katt by the shoulder, pulling her behind the rest of the group.   
"So," he asked. "What have you been up to?"   
"Piloting," Katt replied. "I had put together a nifty ship before we got attacked."   
Falco sighed. "How exactly did they manage to take out Miluso? I mean, it's not exactly small."   
"They just overwhelmed us. We weren't expecting anything, and they just came in with a bunch of squadrons and blew the place up. You remember Julian?"   
"Yeah?"   
"Killed. Me, him, and a few others were the only ones up in the sky defending ourselves. Once they captured the city, I was thrown into prison, and just about everyone else was too."   
Falco frowned. "I miss that place."   
"There's no going back now." Katt looked up at the ceiling, cringing as her bandaged ear flopped backwards. "I miss my parents. I see this Fox kid and his father and Matt and his father and I wish something like that could happen to me."   
"They were killed, then?"   
"I saw them die."   
An awkward silence followed. Eventually Falco moved to rejoin the others, Katt following suit.   
A few minutes later, they stopped in front of a door.   
"Is this it?"   
Matt shook his head. "We've got another room before we reach where we're going." He began to type the passcode into the keypad, but Ty grabbed his wrist and pulled him back.   
"What are you doing?"   
Ty waved him silent, glancing around warily.   
"Hang on. Something's wrong."   
James nodded. "You're right, I just can't tell what."   
He listened for a moment longer, then shook his head. "There's something in there," he told Matt. "Give me a second to check it out."   
Matt frowned, tapping in the passcode again. "All right, but if you really do think that something's there, then be careful."   
"I will be," he answered, stepping into the room.   
He walked out into the middle of the room, his footsteps echoing softly through the room of steel. He waited, unsure of just what he was waiting for. He jumped as he heard something clatter against the floor, relaxing slightly as he saw it was just a broom left carelessly leaning on the wall.   
Another sound.   
Spinning, he saw a can roll across the floor, coming to a stop at his feet. His breathing quickened, a single bead of sweat tracing its way down his forehead.   
A trap?   
Maybe.   
A mind game?   
Definitely.   
He whirled as he thought he saw a shadow, wiping the sweat from his brow. _There's something here, I swear!_ He shifted his staff nervously between paws. _I've got to calm down. Clear your mind..._   
He waited a minute longer in the oppressive silence, nothing happening, then took a final glance around the room. The wolf shook his head, turning to the door. _I'm just being paranoid,_ he finally decided.   
"Ok, guys. I was wrong; it's all clear-"   
"Watch out!" 


	28. Chapter 28

**THREATENING SKIES - A Starfox Fan Fiction by Ryan Laughlin (a.k.a. Owen O'Donnell)**   
  
  
_Chapter 28_   
  
It came.   
The beast leaped from the ceiling, pinning Ty to the ground beneath its body. It reared back for a moment, Ty seizing the moment to roll to the side before a glowing black blade came crashing down where he had been moments before. The creature struck again, this time the blade slicing neatly into Ty's shoulder. He cried out in agony, dropping his staff as he tried to scuttle out of the way.   
"Ty!" Fox cried in alarm.   
"Just stay back!" he replied urgently, rolling to the side and out of the fiend's grip.   
He finally got a decent look at the beast. It was bipedal, at least six feet, seemingly hairless except for a short patch running across the top of its head, and most likely male. Wires snaked along its skull, leading down to a device clamped tightly onto the neck. Ty couldn't sense any sort of intelligent thought at all, just a ruthless instinct to kill. But that couldn't be natural. Nothing was born to kill.   
James had recognized the creature immediately, along with a few others.   
"It's that...that thing!" he exclaimed in disbelief as it sliced again at Ty.   
The fiend took a device out of its pocket, hurling it towards the door. Bill first thought it was a grenade. He dove at Katt, knocking her out of the way as the simple gray box skidded past down the hall. He quickly recognized it as the device that he had come to hate, the one he had met one time too often. Oblivious, Falco bent to retrieve it.   
"Stop!"   
Falco glanced up. "What?"   
"Don't touch it," Bill said, tone edging slightly towards hysterical. "You don't want to know what it does."   
Falco shied from the box, creeping back to the doorframe.   
James fell to one knee, blood running down his chin so powerful was the bite on his lip. Fox looked down, concerned.   
"You all right?"   
He didn't answer, staring directly at the thing as it slashed again at Ty.   
_James, there's something on its neck; I think it's causing all this!_   
_I know. There's something else, too..._   
It lunged, beating Ty over the head with his own quarterstaff. Blood flowed freely down his face, his movements becoming more and more erratic as he drifted towards unconsciousness.   
"Dad!" Matt cried in panic, rushing towards the fiend. It turned, and Matt felt himself thrown, breath knocked out of him as he smashed into the wall. He crumpled to the floor, limp as a rag doll.   
"We've got to do something!" Katt cried in frustration.   
"Well what can we do?" Fara asked, equally upset at the scene unfolding before her eyes.   
Falco watched in horror as Ty slammed into the wall beside his son, wavering and falling to his knees. He dodged another blow from the sword, but the staff connected as he sprawled out on the floor.   
Something stirred within Falco. A kind of rage, a kind of fury, a kind of barbaric will to fight. The falcon's eyes were infused with a blazing flame as he dashed toward the beast, unable to stand it any more.   
"That's it!"   
The fiend turned, slashing at him viciously. Instead of dodging, he simply grabbed the blade, ripping it from the surprised creature's grasp. He ignored the blood flowing down his wing as he moved between the beast and its prey.   
"You want to pick on someone!" he shouted in uncontrolled fury. "Then try me!"   
A series of quick slashes caught the creature off-guard, the blade dancing artfully along Falco's fingertips. It stumbled backwards for a moment before bringing up the staff in defense, blocking further blows with ease. It retreated back towards the center of the room.   
  
"Somebody should check them out," Bill said, gesturing towards Matt and his father. "I'll cover the door; who's going?"   
"I'll do it," Fara offered, crawling to Matt's side and propping him up less awkwardly against the wall. Katt did likewise with Ty, taking a quick pulse.   
She cursed. "Dammit, he's barely alive. Matt?"   
"Seems stable." She glanced at Ty, eyes widening. "Oh my god, look at how much he's bleeding!"   
"Huh?" She picked up her paw, just now realizing it was coated with blood. She groaned. "Crap. Nobody could survive for long like that." Tearing a strip from her sleeve, she bound the gash on his forehead best she could.   
"Doesn't look very good," Fara agreed. "I hope he can hang on long enough for us to get out of here."   
Katt said nothing.   
  
The beast recoiled, moving away from Falco as he drew his blaster. The bird let a shot off towards the creature, watching in shock as it seemingly dissolved in midair. For the first time, the fiend spoke.   
"You really thing that you can win?" it asked, smiling slightly. Falco shivered; the voice was unsettlingly calm for one of such violence. It chuckled. "Then prove it."   
Falco howled in pain as he was struck by the staff, each blow landing heavily upon him despite his efforts to deflect them. He stumbled backwards, nearly falling. The blade was a blur of light as he parried the creature's flurry of slashes.   
James looked at the beast, something clawing at the back of his mind. He couldn't shake a funny feeling. He'd seen this before. There was something about that...that human.   
_Human?_   
The word had just found its way into his conscious; it was completely random, but it somehow fit. A certain level of déjà vu.   
Falco locked blades with his opponent, noticing the faint crimson tinge his feathers had taken on. Battle momentarily forgotten, Falco cringed as his pain was finally realized.   
It seized the moment's lapse in concentration, brutally driving the avian to the ground with another blow. It whipped out a knife, Falco rolling to the side but still crying out as it sliced neatly across his forehead before imbedding itself to the handle in the floor. The blood spattered in a circle on the ground as he leaped upright, slashing at the creature and firing a shot with the blaster. It deflected the sword blow harmlessly, but the laser ricocheted off of a keypad, sparks flying, and struck it in the back of the neck.   
_Where am I? What's going-_   
James's breathing quickened, his head still echoing with the unfinished cry. He shuddered.   
"Are you all right?" Bill asked anxiously, noticing the fox. "Hey Fox, your dad isn't doing so well."   
Fox frowned. "Are you all right?"   
"I think so," James replied. "There's just something about that human..."   
"Human?"   
"The thing after Falco."   
"What about it?"   
"It's...like..." James struggled to find an explanation. "I feel like I know him. He can't be in his right mind."   
"You mean he's insane?"   
He shook his head. "No, more like..." He leaped upright, pain forgotten. "That's it! Falco, it's mind control!"   
"What?" Falco exclaimed in confusion, moving back cautiously as his opponent drew a gun in his free hand.   
"That thing's under mind control!"   
Falco spun to the side, the human's frenzied blows mere millimeters from connecting. "So what do you propose I do!" he shouted back in frustration.   
"Get rid of the thing on its neck."   
"That's more difficult than it looks!"   
Falco wasn't sure exactly how much longer he could hold out against such a fighter. He found himself tiring as the creature seemingly grew stronger. _What was I thinking?_ he thought. _I'm gonna die out here!_   
The human tossed the staff to the floor and pulled out another revolver, smiling as Falco groaned. He fired a warning shot up at the ceiling; a pipe came crashing down, gushing water.   
"Somebody has to do something!" Fox exclaimed angrily. "We can't just let him die out there!"   
"I'm going in," Bill decided, rushing out towards the human.   
The sound of the water drowned out the soft echo of Bill's footsteps as he slipped behind the hulking figure, water soaking his bare footpaws as he tried to get Falco's attention.   
Falco tried to think of a way to let Bill know he was there. He couldn't make eye contact; his opponent would immediately notice, and Bill would wind up dead on the floor. He had to send some sort of message.   
"I know why you're here," he commented, hoping Bill would get the idea.   
The human just looked at him quizzically, moving in with another set of slashes.   
Toss it here, Bill mouthed silently, pointing at the sword. Falco, watching out of the side of his eye, nodded, spinning back a few feet and holding out the sword along his palms. The human smiled.   
"So. Have you given up?"   
"Not exactly!" he shouted in defiance, slinging the blade over its shoulder. Bill timed his grab, snatching the blade and jabbing it into the beast's neck in one smooth movement. A piercing shriek came from not only the human, but from James as well.   
"What's wrong!" Fox asked frantically, helplessly watching his father writhe on the floor.   
"I'm...not...sure!" he spat through clenched teeth.   
Fox's mind raced. "Bill, take out the blade!"   
He yanked it from the beast's neck, surprised to find no blood staining it. In fact, the blade had never penetrated more than the device; the neck lay exposed, but not damaged. The wires had been severed; sparks flew lazily from the frayed ends and drifted to the floor. By this time, the human's frenzied convulsions had begun to subside, shuddering one final time before collapsing unconscious on the floor.   
Falco panted in exhaustion, sliding to a seat on the cold metal floor. Sweat ran in streams down his face; a puddle of blood began to form underneath his wing. The falcon sat silently, strength utterly depleted.   
James climbed to a sitting position, unable to shake the feeling that there was now a hole in his mind. Something drastic had happened to the human, and whatever it was had hit him too.   
"Dad?" Fox asked cautiously.   
"I...I think I'm ok," he told him. "But something...something happened between me and him. We were thinking, and it was...together...oh I don't know," he exclaimed in frustration. "It's too difficult to explain."   
Bill approached the limp form, cautiously flipping it onto its back with a footpaw.   
"It's alive," he told James. "It's still breathing. And I assume it still has a pulse."   
Fox thought for a moment. "Interesting. A hostage could be useful in the long run."   
"Anyone have a med kit?" Katt asked. "We could really use it over here."   
"No, I don't think we brought one onboard," Falco panted. "They're both unconscious?""   
"Matt is, but he's coming to."   
"And Ty?" Fox asked.   
Fara paused.   
"And Ty?" he asked again.   
"I doubt he'll live more than another few minutes. He's pretty tough, though, I could be wrong."   
"What's wrong with him?"   
"Did you notice the pool of blood?" she asked sarcastically.   
"Well yeah, but did he break bones or what?" he asked, kneeling alongside the seemingly lifeless form.   
"No idea. It has to be massive internally, though. Did you see the way he hit that wall? He's lucky he didn't break his neck."   
"And we have that thing to thank," said Fox, frowning as he saw Matt beginning to stir. "What do we tell him?"   
"We tell him what happened. What else are we supposed to do? By the way, Fox, you should rebind that bullet wound."   
"Huh?" He peered at his shoulder, realizing the delicate scab that had begun to form had reopened. "Oh." He stood, the blood dripping slowly from his fur as he ripped another patch from his uniform.   
"What...what happened?" Matt asked dazedly, looking up at Fox and Fara above him. "Did you take care of that thing?"   
"You can thank Falco for that," Katt told him, pointing to the exhausted avian. "Without him we all might be dead."   
"But...but what about..." he asked worriedly, eyes wandering and coming to a shocked stop on the comatose figure beside him.   
"My father..." 


	29. Disclaimer

bTHREATENING SKIES - A Starfox Fan Fiction by Ryan Laughlin (a.k.a. Falco Fighter Pilot or Owen O'Donnell)/b  
br  
br  
br  
iuDISCLAIMER/u/i  
br  
brThe following are (c) Nintendo: Fox McCloud, Falco Lombardi, Peppy Hare, Slippy Toad, Beltino Toad, Starfox, the Arwing, Great Fox, Bill Grey, Katt Monroe, Fara Phoenix, Vixy Reinard, Andross, Venom, Corneria, Katina, Macbeth, General Pepper, Wolf O'Donnell, Leon Powalski, Andrew Oikonny, Pigma Dengar, James McCloud, the Wolfen, the Nova Bomb, and anything else I've forgotten.  
br  
brThe following are (c) me: Ty Higgaion, Owen O'Donnell, Shadowchaser, Tara Riasha, the U.S.S. Firefly, the STCDD, Sergeant Derrek, the Purple Paw, the Cornerian Defense Academy, Paco Sikandos, and Barandruk. Please do not use them without my permission.  
brbrbr Boring legalities... 


End file.
